1. Panasonic’s Commitment

1.1 Introduction

 

The Board of Directors of Panasonic Australia Pty Ltd (Panasonic) is committed to fostering a culture of corporate compliance, ethical behaviour and good corporate governance.  In this regard, Panasonic will not act to the detriment of any employee as a consequence of them raising with management in good faith any breach of the law or any violation of Panasonic’s principles or values or any other legal or ethical concerns.

 

1.2 Policy Framework

 

This policy documents Panasonic’s commitment to maintaining an open working environment in which employees and contractors are able to report instances of unethical, unlawful or undesirable conduct without fear of intimidation or reprisal.

 

Unethical, unlawful or undesirable conduct is referred to in this policy as unacceptable conduct.

2. Purpose of Policy

2.1 The purpose of this policy is to:

 

(a) help detect and address unacceptable conduct:

 

(b) help provide employees and contractors with a supporting working environment in which the feel able to raise issues of legitimate concern to them and to Panasonic;

 

(c) provide a helpline which can be used for reporting unacceptable conduct; and

 

(d) help protect people who report unacceptable conduct in good faith.

3. Unacceptable Conduct

3.1 Unacceptable Conduct covered by this policy includes any conduct which:

 

(a) is dishonest, fraudulent or corrupt;

 

(b) is illegal, such as theft, drug sale or use, violence, harassment or intimidation, criminal damage to property or other breaches of state and federal laws;

 

(c) is unethical, such as dishonesty altering company records or data, adopting questionable accounting practices or wilfully breaching Panasonic’s Code of Conduct;

 

(d) is potentially damaging to Panasonic or a Panasonic person, such as unsafe work practices or substantial wasting of company resources;

 

(e) may caue financial loss to Panasonic or damage its reputation or be otherwise detrimental to Panasonic’s interests; and

 

(f) involves any other kind of serious impropriety or compliance violations.

4. Panasonic Processes and WhistleBlowing Hotline

4.1 Resolution of Complaints Process

 

It is expected that person will be able to resolve most concerns or queries relating to their employment or engagement with, or the operations of, Panasonic by discussing them with:

 

• A Manager, their immediate supervisor or another senior member of the relevant business or functional unit;

 

• A human resources manager;

 

• The person in charge of legal affairs;

 

• A designated Division Director; or

 

• The Managing Director

 

Panasonic recognises that there may be issues of such sensitivity that a person does not feel able to use these options.  Alternatively there may be occasions where that person in questions does not feel the concern that they have raised has been adequately addressed or where they feel the parties above many not be impartial.  In such cases which involve unacceptable conduct, a person may utilise the Panasonic WhistleBlower Hotline.

 

4.2 WhistleBlower Hotline

 

A WhistleBlower Hotline is operated by Panasonic.  A person within Panasonic may use the Hotline to report, or receive guidance in respect of, suspected unacceptable conduct.

 

Where a person contacts the Hotline to discuss or report suspected unacceptable conduct, the Hotline representatives will make a record of the relevant information provided by the person reporting the matter.  The person reporting the matter may choose at their option to identify themselves or remain anonymous.

 

Information regarding the WhistleBlower Hotline is available at Panasonic’s website at http://panasonicapac.ethicspoint.com.

5. Investigations

5.1 Who Investigates?

 

The representative taking the WhistleBlower Hotline report will be responsible for initiating an investigation into the reported unacceptable conduct in accordance with Panasonic’s procedures.

 

5.2 Privacy and Protocols during Investigations

 

The WhistleBlower investigation process ensures that at all times the privacy obligations are adhered to where reports of unacceptable conduct are made as well as the procedures and protocols that will be applied to investigations, reports and consequential actions.

1. Panasonic’s Commitment

1.1 Introduction

 

Panasonic Australia Pty Limited (Panasonic) is committed to complying with all applicable laws, strong corporate governance and impeccable standards of conduct across its business, including Panasonic’s interactions with employees, contractors, customers, suppliers, the community, other stakeholders and the environment in which Panasonic operates.

 

In support of our commitment, Panasonic’s Whistleblower Policy is designed to:

 

(a) encourage the reporting of wrongdoing that may cause financial or non-financial loss to Panasonic or damage to its reputation or harm others;

 

(b) establish effective reporting and investigation mechanisms;

 

(c) enable Panasonic to effectively deal with reports from eligible whistleblowers in a way that will protect the identity of the eligible whistleblowers and provide for the security of the information provided; and

 

(d) protect eligible whistleblowers against reprisal by any person internal or external to Panasonic.

 

By effectively implementing this Policy and deterring improper conduct, Panasonic aims to:

 

(a) comply with all applicable laws;

 

(b) improve management practices, including financial and asset management;

 

(c) achieve a healthier and safer work environment and improve the morale of the workforce; and,

 

(d) sustain its reputation as a good corporate citizen.

 

A copy of Panasonic’s Whistleblower Policy – Corporate Governance Framework document which is available at Panasonic’s website at www.panasonic.com.au and this Whistleblower Policy – Reporting Procedures document together comprise Panasonic’s “Whistleblower Policy”.

2. Scope

2.1 This Whistleblower Policy applies to all directors, officers, employees of, and contractors within, Panasonic as well as to “eligible whistleblowers” (as defined in section 6.3 below). This Policy complements the normal Panasonic mechanisms for pursuing a complaint, grievance or dispute.

 

2.2 This Whistleblower Policy is to be read in conjunction with Panasonic’s Code of Conduct and other corporate governance policies.

3. What types of matters should be reported under this Policy?

3.1 Panasonic encourages individuals to make a report under this Policy if they suspect on reasonable grounds that there has been any misconduct, or improper state of affairs or circumstances, which has occurred or arisen in relation to Panasonic or any of Panasonic’s officers or employees (Reportable Conduct).

 

3.2 Reportable Conduct may include (but is not limited to) any conduct which:

 

(a) is dishonest or fraudulent, e.g. falsifying financial records or recording transactions without substance or merit;

 

(b) is a breach of any laws or is otherwise unlawful, e.g. engaging in bribery to any third party such as a supplier or government official; engaging in deceptive conduct in order to gain an improper advantage for oneself or any other person; engaging in theft, drug trafficking or use, violence or threatened violence, or damage to property;

 

(c) is an abuse by an individual of their authority or position within Panasonic, e.g, dealing inappropriately with junior staff or misusing confidential or proprietary information of Panasonic;

 

(d) is unethical or otherwise breaches any of Panasonic’s policies which relate to discrimination, harassment, bullying, workplace violence, vilification or victimisation;

 

(e) may be harmful or damaging to Panasonic, any of Panasonic’s employees or contractors, or a third party, such as through unsafe or inappropriate work practices, environmental damage, a public health and safety risk or grossly misusing Panasonic’s property or resources; or

 

(f) may cause financial loss to Panasonic or compromise Panasonic’s reputation or may otherwise be detrimental to Panasonic’s interests.

 

3.3 It is not appropriate for an individual to make reports under this Policy in respect of matters which relate only to a “personal work-related grievance”.

 

3.4 A personal work-related grievance is a grievance about a matter which relates to the discloser’s employment or former employment with Panasonic, which only has implications for that individual personally. For example, this could include an interpersonal conflict between the discloser and another individual within Panasonic, or a decision relating to the engagement, transfer, promotion or termination of the engagement of the discloser.

 

3.5 A personal work-related grievance does not include where a discloser is subjected to detriment or threats of detriment as a result of making a report under this Policy (for more details, see section 6.5 below). Such incidents can and should be reported in accordance with this Policy.

4. Reporting

4.1 How to make a report

 

(a) A person wishing to make a report or disclosure of Reportable Conduct may do so by phone or by written communication by visiting the Panasonic Whistleblower Hotline website at http://panasonicapac.ethicspoint.com.  The Whistleblower Hotline Representative’s role is to accept reports, protect the discloser and to ensure the appropriate escalation and timely investigation of matters raised.   The Whistleblower Protection Officer will be responsible for protecting the discloser in accordance with section 6 below.

 

(b) In each case, the discloser needs to report the following:

 

(i) if they are prepared to do so, their name, organisation and contact details (phone and address);

 

(ii) the nature of the Reportable Conduct;

 

(iii) all relevant facts giving rise to the Reportable Conduct;

 

(iv) name of the Panasonic department or business that is the subject of the Reportable Conduct;

 

(v) the name/s of the Panasonic employees and/or contractors involved;

 

(vi) an acknowledgement that the information provided is true and accurate and free of misleading statements and omissions; and

 

(vii) if the person leaves their name, whether they consent to the disclosure of their name.

 

(c) Alternatively, disclosers can raise the matter with an officer or senior manager of Panasonic, which may include the Managing Director, Company Secretary or the General Manager of Human Resources.    Where the matters are raised with an officer or senior manager of Panasonic, the officer or senior manager must report the matter to the Whistleblower Protection Officer and the Whistleblower Hotline at http://panasonicapac.ethicspoint.com.

 

(d) The discloser must be advised of:

 

(i) the services provided by the Employee Assistance Program, if applicable; and

 

(ii) their right to be protected from harassment, vilification, victimisation, discrimination or retribution under this Policy.

5. Investigating Reports

5.1 Privacy and Protocols during Investigations

 

(a) The whistleblower investigation process ensures that at all times privacy obligations are adhered to where reports of unacceptable conduct are made as well as the procedures and protocols that will be applied to investigations, reports and consequential actions.

 

(b) The Whistleblower Investigation Officer will investigate the matter thoroughly and as soon as reasonably practicable, given the nature of the Reportable Conduct disclosed. The Whistleblower Investigation Officer’s contact details are set out in the Appendix to this Policy. To do so, the Whistleblower Investigation Officer may be obliged to also inform the Managing Director (MD) of the matter. If any report involves the MD, the Whistleblower Investigation Officer may be obliged to inform the responsible person at Panasonic’s Corporate Headquarters in Japan or Panasonic’s Regional Headquarters.  The Whistleblower Investigation Officer may delegate the investigation to an appropriate internal resource or external provider.

 

(c) During the course of gathering and assessing relevant evidence, which may involve interviewing the person/s under investigation and witnesses, the Whistleblower Investigation Officer will, as far as practicable and legally possible, keep confidential:

 

(i) the fact an investigation is taking place and the subject matter;

 

(ii) the identity of the person/s under investigation;

 

(iii) the identities of any witnesses; and

 

(iv) any documents gathered during the course of the investigation.

 

5.2 Witnesses

 

Any witnesses interviewed in the course of an investigation must be directed to not discuss the matter with the whistleblower, other witnesses, the person under investigation or other third parties.

 

5.3 Expert Assistance

 

Depending upon the nature of the Reportable Conduct and the evidence involved, the Whistleblower Investigation Officer may engage expert assistance with the investigation or collection of evidence, for example, forensic accounting, legal or other technical assistance or advice. In some cases, for example, when criminality is allegedly involved, the police may be asked to become involved.

 

5.4 Report

 

(a) The Whistleblower Investigation Officer will produce a report of the investigation.

 

(b) If any one or more people referred to in this section 5 are in any way implicated in the Reportable Conduct, the Board, through a representative nominated by the Chairperson, will ensure that the process is properly conducted by the most appropriate people.

 

(c) During the course of the investigation and/or consideration of the report, the whistleblower, if an employee of Panasonic, will be given timely feedback on the progress of the investigation and the outcome of the process, subject to considerations of the privacy of those against whom allegations are made and customary practices of confidentiality within Panasonic. If the whistleblower is not an employee, this communication process will apply only at the discretion of Panasonic and if and when the whistleblower agrees in writing to maintain confidentiality in relation to all such feedback given.

6. Protections available to Whistleblowers

6.1 Panasonic is committed to ensuring that all persons who make a report under this Policy are treated fairly and are not subjected to any detrimental treatment as a result of making a report.

 

6.2 Any individuals who breach this Policy, including by breaching any confidentiality requirements set out under this Policy or by otherwise engaging in inappropriate conduct towards a whistleblower, will be thoroughly investigated and will be subject to disciplinary procedures. Serious incidents of breach may also be reported by Panasonic to the relevant authorities.

 

6.3 The Corporations Act 2001 (Cth) provides specific protections where a report is made in respect of Reportable Conduct (see definition in section 3.1) by an “eligible whistleblower” to ASIC, APRA, a lawyer, or an “eligible recipient”.

 

(a) An eligible whistleblower is a current or former officer, employee or individual associate of Panasonic, any individual supplier (or employee of such a supplier) to Panasonic; or any relative, dependent or spouse of any of the foregoing individuals.

 

(b) An eligible recipient is an officer or senior manager of Panasonic, an auditor of Panasonic, an actuary of Panasonic or a person authorised by Panasonic to receive disclosures.

 

Provided that you meet the above requirements, you will be entitled to the protections available to eligible whistleblowers under the Corporations Act, as summarised below.

 

6.4 Protection of your identity

 

You are not required to provide your name or any other identifying information when making a report under this Policy. If you do provide such details in connection with a report, you are entitled to have your identity (including any information that is likely to lead to your identification) kept confidential, except in strict circumstances provided for under the relevant laws.

 

In addition to your rights under the Corporations Act, where it is not possible to maintain your anonymity in connection with an investigation, Panasonic may, at its discretion, allow you to take a temporary leave of absence or may provide other forms of support.

 

6.5 Protection against detriment

 

You are entitled to protection from any actual or threatened “detriment” to yourself or to a third person (e.g. a friend, colleague, or family member) for making a relevant report.

 

Detriment includes dismissal of employment, injury in employment, disadvantageous alteration to position or duties, discrimination, harassment or intimidation, harm or injury (including psychological harm), or damage of any kind (including damage to property, reputation, or business or financial position).

 

If you believe that you have been subjected to, or threatened with being subjected to, detriment in connection with a report you have made under this Policy, you should immediately report the incident in accordance with section 4. You should also contact the  Whistleblower Protection Officer or the Whistleblower Hotline Representative Officer (see details in the Appendix to this Policy), who can assist you to escalate the issue on an expedited basis, if necessary.

 

6.6 Other immunities

 

You are entitled to certain statutory immunities, including:

 

(a) immunity from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure;

 

(b) no contractual or other remedy may be enforced, and no contractual or other right may be exercised, against you on the basis of the disclosure; and

 

(c) in some circumstances, the information you disclose will not be admissible in evidence against you in criminal proceedings or in proceedings for the imposition of a penalty.

7. Malicious Reporting and Breach of Confidentiality

7.1 Malicious Reporting

 

Panasonic will treat any malicious report as a serious matter and the person concerned will be subject to disciplinary proceedings in accordance with Panasonic’s relevant policies.

 

7.2 Confidentiality

 

Given the importance of confidentiality to the effective management of this Policy, a breach of the confidentiality obligations under this Policy will also be subject to disciplinary action.

8. Consequences of breaching the Policy

The following is a non-exhaustive list of possible consequences for non-compliance with this Policy.

 

8.1 Individuals

 

Non-compliance may lead to:

 

(a) personal liability under the law that may result in criminal prosecutions, imprisonment and/or fines;

 

(b) disciplinary action which may include termination of employment; and/or

 

(c) damage to reputation and inability to find employment elsewhere.

 

8.2 External Parties

 

Non-compliance may lead to Panasonic:

 

(a) terminating its relationship; and/or

 

(b) reporting non-compliance to external regulators as appropriate.

 

Panasonic may also take civil action against employees and external parties for non-compliance with this Policy.

9. Implementation

9.1 This Policy and the contact details of the Whistleblower Hotline Representative Officer and Whistleblower Protection Officer will continually be prominently displayed and circulated throughout Panasonic and available on Panasonic’s intranet and publicised to customers, suppliers and other stakeholders via Panasonic’s website

 

9.2 The commitment of Panasonic to complying with all applicable laws, strong corporate governance and impeccable standards of conduct and the aims and content of this Policy and Panasonic’s Code of Conduct will be communicated to employees and contractors during inductions and other relevant training programmes, together with practical advice on identifying and preventing Reportable Conduct.

10. Internal Reporting and Compliance

10.1 Subject to confidentiality and privacy considerations, the Whistleblower Investigation Officer will prepare regular quantitative and qualitative reports for the Board and the responsible person at Panasonic’s Corporate Headquarters in Japan or Panasonic Regional Headquarters for review and to inform actions to support the ongoing effectiveness of this Policy.

11. Monitoring and Review

11.1 Internal control systems and procedures will be subject to regular audits to provide assurance they are effective in mitigating the risk of non-compliance.

 

11.2 This Policy will be reviewed periodically to check that it is operating effectively and to assess whether any changes are required to the Policy.