Whistleblower Policy

1. Purpose

Risen Energy (Australia) Pty Ltd ACN 168 750 and its subsidiaries are committed to a high standard of compliance with accounting, financial reporting, internal controls, corporate governance and auditing requirements and any legislation relating thereto.

Risen Energy (Australia) Pty Ltd’s (Risen, us, our, we) Whistleblower Policy (Policy) has been put in place to ensure that Risen’s (and its Related Bodies Corporate) personnel can raise concerns regarding Reportable Conduct (as defined in clause 3.1c) below) which may amount to breaches of statutory, regulatory or codified obligations without being subject to victimisation, harassment or discriminatory treatment.

This Policy aims to:

  • encourage our personnel to report an issue if they have reasonable grounds to suspect that someone has engaged in Reportable Conduct;
  • outline how we will deal with reports of Reportable Conduct;
  • set out the avenues available to our personnel to report Reportable Conduct to us; and
  • give employees assurance that they will be protected from reprisal or victimisation as a result of whistleblowing.

This Policy does NOT cover matters that are regarded as personal work-related grievances. Such issues should be reported to the Human Resources Team under the appropriate human resources policy. However, a disclosure about a work-related grievance may qualify for protection where:

(a) the disclosure also includes information about Reportable Conduct (as defined in clause 3.1c) below);

(b) the discloser suffers from or is threatened with detriment for making a disclosure;

(c) the discloser seeks legal advice about the operation of whistleblower protections;

(d) the disclosure relates to the breach of employment (or other) laws punishable by imprisonment for a period of 12 months or more;

(e) the disclosure relates to conduct that represents a danger to the public; or

(f) the disclosure relates to information that suggests misconduct beyond the discloser’s own personal circumstances.

We aim to address all concerns in a manner that is fair, prompt, sensitive and confidential (to the greatest extent possible).

This policy will be made available on our website (www.risenenergy.com.au).

2. Scope

This policy applies to current and former:

  • employees;
  • directors;
  • officers;
  • associates; and
  • suppliers (including employees of suppliers),

of any Risen company and all Related Bodies Corporate, and any relatives or dependents of any of these persons or dependents of their spouse (Eligible Persons). However, this policy does not form part of the terms of employment or engagement of any employee or individual contractor.

3. When are disclosures protected?

3.1 Requirements for protected disclosures

A disclosure of information will be protected if:

a) it is made by an Eligible Person (as set out at clause 2 above);

b) the disclosure is made to one of the following:

  • an officer, senior manager, auditor or actuary of Risen or any of its Related Bodies Corporate;
  • the Commissioner of Taxation;
  • Australian Securities and Investments Commission (ASIC); or
  • Australian Prudential Regulation Authority (APRA),

(c) the discloser has reasonable grounds to suspect that the information disclosed involves:

  • concerns about Risen’s accounting, internal controls or auditing matters;
  • misconduct or an improper state of affairs.
  • tax avoidance behaviour and other taxation-related impropriety.
  • dishonest behaviour;
  • fraudulent activity;
  • unlawful, corrupt or irregular use of company funds or practices.
  • illegal activities that may constitute an indictable offence under law.
  • unethical behaviour
  • improper or misleading accounting or financial reporting practices;
  • a breach of any legislation relating to Risen’s operations or activities; or
  • represents a danger to the public or the financial system, (Reportable Conduct),

(d) the disclosure is not a personal work-related grievance as set out at clause 3.2 below, (Protected Disclosure)

For example: an employee who makes a report, on reasonable grounds, to ASIC in relation to a Director of their employer misusing company funds will be a protected Whistleblower.

We rely on our personnel to help maintain and grow our culture of honest and ethical behaviour. We will not tolerate conduct that should be reported under this Policy. It is therefore expected that any Eligible Person who becomes aware of Reportable Conduct will make a report as a matter of priority.

You do not need to identify yourself when making a Protected Disclosure and can remain anonymous.

We take reports made under this Policy very seriously – false or frivolous reports or claims may have serious consequences, including reputational damage to Risen and individuals who are the subject of allegations. Disciplinary action may be taken against any employee who makes a false or frivolous report without having reasonable grounds.

3. 2 Personal work-related grievances not Protected Disclosures

Disclosures of a ‘personal work‑related grievance’ are not Protected Disclosures, unless they concern the victimisation of a Whistleblower as described in clause 4.2.1

‘Personal work-related grievances’ relate to the discloser’s current or former employment, and have personal implications to the discloser but do not have any other significant implications for Risen or its Related Bodies Corporate, and do not concern unlawful or improper conduct.

Examples of personal work-related grievances include personal conflicts between the discloser and another employee, decisions relating to the discloser’s terms or conditions of engagement or disciplinary action taken against the discloser.

Forexample:Anemployeewhocomplains about being subject to performance management, without more, will not be a Whistleblower.
3.3 Protected Disclosures to members of parliament and journalists

In certain circumstances, a person who has made a Protected Disclosure may make a further Protected Disclosure of the same information to a member of parliament or a journalist as follows:

a) where at least 90 days have passed since the original Protected Disclosure and the discloser has no reasonable grounds to believe any action is being taken, provided the discloser reasonably believes that doing so would be in the public interest (Public Interest Disclosure); or

b) where the discloser has reasonable grounds to believe that information previously disclosed concerns a substantial and imminent danger to health and safety or to the natural environment (Emergency Disclosure).

Public Interest Disclosures and Emergency Disclosures will be protected, as long as the discloser first gives written notice to the original recipient and does not disclose any more information than is necessary for the purpose of the further disclosure.

3.4 Certain disclosures to legal practitioners also protected

A disclosure which does not relate to Reportable Conduct will not qualify for protection under the Corporations Act or the Taxation Administration Act 1953 (Cth) (as relevant). However, a disclosure which does not relate to Reportable Conduct, but is made to a legal practitioner for the purposes of obtaining legal advice will be protected under the whistleblower protections of the Corporations Act.

1 Unless protected as a complaint to a legal practitioner in accordance with clause 3.4.

3.5 Tax issues

A disclosure in relation to tax avoidance behaviour and other taxation-related impropriety may be made to Risen’s internal auditor and registered tax agent in addition to a legal practitioner or any Risen directors, officers or senior management employees. A disclosure may also be made to the Australian Taxation Office where the individual believes the information to be disclosed may assist the Commissioner of Taxation in performing its duties and functions.

4. Legal protections for whistleblowers under the corporations act

4.1 Confidentiality of Whistleblower identity

It is an offence for a person who is privy to a Protected Disclosure to disclose the identity of the Whistleblower, or information that is likely to lead to the identification of the Whistleblower, without their consent.

This does not apply to disclosures to ASIC, APRA, a member of the Australian Federal Police or a legal practitioner in accordance with clause 3.4 above.

Risen may also disclose certain information which may lead to the identification of a Whistleblower where reasonably necessary for the purposes of an investigation, in which case Risen must take all reasonable steps to reduce the risk of identification.

4.2. Prohibition against adverse treatment and victimisation

Whistleblowers must not be subject to any civil, criminal or administrative liability, or have any contractual or other right or remedy exercised against them, on the basis that they have made a Protected Disclosure.

It is also an offence to cause, or threaten to cause, detriment to a person due entirely or in part to a belief or suspicion that they have made, are proposing to make, or could make, a Protected Disclosure.

Detriment includes, without limitation: dismissal, injury in employment, harassment, intimidation and physical harm to a person or their property.

For example: It is unlawful for an employer to threaten an employee with dismissal if they make a Protected Disclosure.
4.3 Compensation

Whistleblowers are also entitled to seek compensation and other remedies for loss, damage or injury suffered as a result of a disclosure, or if Risen has failed to take reasonable precautions and exercise due diligence to prevent the detrimental conduct from occurring.

5. Making a protected disclosure

Internal Reporting

In the first instance, you are encouraged to make an internal report concerning Reportable Conduct under this policy to a Risen Protected Disclosure Officer. Protected Disclosure Officers are required to comply with the terms of this Policy, including keeping the identity of the Whistleblower confidential (subject to applicable laws) and providing such support as is necessary in the conduct of making an investigation.

All Risen directors, officers and senior managers are Protected Disclosure Officers, in particular:

  • Eric Lee, Managing Director (eric@risenenergy.com)
  • Archie Chen, Chief Executive Officer (archie@risenenergy.com)
  • Katherine-Anne Waldron, Head of Legal (Katherine-anne.waldron@risenenergy.com)
  • Peihan You, Head of Operations (Peihan.you@risenenergy.com)

You may choose to speak to any of the Protected Disclosure Officers in person, or via the phone. Alternatively, you may also choose to send an email to investigation@risenenergy.com.au

Disclosures may be anonymous, though this may impact on Risen’s ability to investigate the matter. You may also report to officers and senior managers of Risen’s related entities, audit or actuarial teams (as applicable) and, in certain circumstances, to ASIC and other Commonwealth authorities. However, we encourage you to use our internal processes in the first instance.

6. Investigation of disclosures by risen

Risen will investigate all Protected Disclosures made under this policy, as appropriate, as soon as reasonably practicable after the disclosure is made. Risen’s Protected Disclosure Officers may, with the consent of the Whistleblower, appoint a person to assist in the investigation.

The investigation will be conducted independently of any person who is the subject of the Protected Disclosure. Where appropriate, such persons will be informed of the allegations and provided with the opportunity to respond.

The investigation process will be determined by the nature and substance of the disclosure. If the disclosure is not anonymous, the Protected Disclosure Officers or investigator will contact the Whistleblower as soon as practicable upon receipt of the disclosure to discuss the investigation process, including who may be contacted and other matters relevant to the investigation.

Where appropriate, Risen will provide feedback to the Whistleblower regarding the progress or outcome of the investigation.

Where a report is submitted anonymously, Risen will conduct the investigation based on the information provided to it.

Any findings of the investigation related to criminal activity will be reported to the police or regulators.

Substantiated reports of Reportable Conduct may result in disciplinary action in respect of the persons against whom substantiated allegations are made, up to and including termination of employment or engagement (as relevant). Any Whistleblower who is found to have made a frivolous or vexatious report may also be subject to disciplinary action, up to and including termination of employment or engagement (as relevant).

7. How risen will protect whistleblowers

Risen will support Whistleblowers and protect them from detriment in the following ways:

(a) Protection from detrimental conduct

Whistleblowers will not be subject to any disciplinary or other detrimental action by Risen as a result of a Protected Disclosure. This includes (but is not limited to) protection from:

  • termination of employment;
  • disciplinary action;
  • performance management;
  • bullying or harassment; or
  • unlawful discrimination.

Risen will ensure no person on its behalf victimises or threatens detrimental action against a person because of a Protected Disclosure.

(b) Protectionof the identity of the whistleblower

Except in the circumstances specified below, Risen will not disclose the identity of the Whistleblower or any information that is likely to lead to the identification of the Whistleblower, unless the Whistleblower agrees. The circumstances in which Risen may disclose this information are where disclosure is made:

  • to ASIC, APRA, the Commissioner of Taxation, Australian Federal Police or to a Commonwealth, State or Territory authority, for the purpose of assisting the authority in the performance of its functions;
  • to a legal practitioner as set out at clause 3.4; or
  • because it is reasonably necessary to do so for the purposes of Risen investigating a matter to which the Protected Disclosure relates (in which case Risen will take all reasonable steps to reduce the risk the Whistleblower will be identified as a result of the disclosure).

(c) Protection of files and records

All files and records created from an investigation will be securely retained.

(d) Additional Support

Risen recognises that making a disclosure as a Whistleblower can be stressful. If a person who makes a disclosure is an employee of Risen, they may access the Employee Assistance Program through EAP Assist (http://eapassist.com.au/ | 0407 086 000) , and may also request additional support.

8. Whistleblowers implicated in improper conduct

The act of making a Protected Disclosure does not shield Whistleblowers from the reasonable consequences flowing from any involvement in improper conduct. A person’s liability for their own conduct is not affected by the person’s disclosure of that conduct. However, in certain circumstances, an admission may be a mitigating factor when considering disciplinary or other action.

9. Definitions

Corporations Act means the Corporations Act 2001 (Cth).

Emergency Disclosure has the meaning set out in clause 3.3b)

Protected Disclosure has the meaning set out in clause 3.1.

Protected Disclosure Officer has the meaning set out in clause 5.

Public Interest Disclosure has the meaning set out in clause 3.3a).

Related Bodies Corporate has the meaning given in section 50 of the Corporations Act for companies within Australia.

Reportable Conduct has the meaning set out in clause 3.1.

Whistleblower means an employee who makes or attempts to make a Protected Disclosure.

10. Review of this Policy

This Policy will be reviewed annually by Risen’s Legal Department to ensure that it remains effective and relevant to Risen, and that it is continues to comply with all relevant legislative requirements.

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