Whistleblower policy

Bunnings is committed to the highest standards of conduct and ethical behaviour in all of our business activities and to promoting and supporting a culture of honest and ethical behaviour, corporate compliance and good corporate governance.

Bunnings encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving Bunnings. Bunnings provides protections and measures so that those persons who make a report may do so confidentially and without fear of intimidation, disadvantage or reprisal.

This policy is available on the Bunnings intranet and internet pages.

Who is an eligible whistleblower under this policy?

This policy applies to protected disclosures by:

• an officer, former officer, team member, former team member, contractor or former contractor of Bunnings
• an individual, or employee of a person or entity, who supplies goods or services to Bunnings (whether paid or unpaid)
• an associate of Bunnings (meaning a director or secretary of Bunnings or of its related bodies corporate, or a person acting in concert with Bunnings); and
• a relative or dependant of any of the persons listed above.

In addition to the matters outlined in this policy:

• the Corporations Act 2001 (Cth) (Corporations Act) provides specific protections to whistleblowers who disclose information concerning misconduct or an improper state of affairs or circumstances in relation to Bunnings or a related body corporate (see Annexure A). This may include a breach of legislation including the Corporations Act, an offence against the Commonwealth punishable by imprisonment for 12 months or more, or conduct that represents a danger to the public or financial system; and
• the Taxation Administration Act 1953 (Cth) (Taxation Administration Act) provides specific protections to whistleblowers on tax related matters (see Annexure B).

What is Reportable Conduct?

You may make a report under this policy if you objectively have reasonable grounds to suspect that a Bunnings director, officer, team member, contractor, supplier, tenderer or other person who has business dealings with Bunnings has engaged in conduct (Reportable Conduct) which:

• is dishonest, fraudulent or corrupt, including bribery or other activity in breach of the Wesfarmers Anti-bribery Policy;
• is illegal (such as theft, violence, harassment or intimidation, criminal damage to property, breach of competition and consumer law, breach of privacy law or other breaches of state or federal law);
• is unethical or in breach of Bunnings’ policies (such as dishonestly altering company records or data, adopting questionable accounting practices or wilfully breaching Wesfarmers’ Code of Conduct or Bunnings’ other policies or procedures);
• is potentially damaging to Bunnings, a Bunnings team member or a third party, such as unsafe work practices, environmental damage, health risks or abuse of Bunnings' property or resources;
• amounts to an abuse of authority or a conflict of interest;
• may cause financial loss to Bunnings or damage its reputation or be otherwise detrimental to Bunnings’ interests; or
• involves any other kind of misconduct or an improper state of affairs or circumstances.

Bunnings expects that reports made under this policy are made honestly, ethically and on reasonable grounds. Persons making reports under this policy may still qualify for protection under this policy even if their disclosure turns out to be incorrect.

What is not Reportable Conduct?

Reportable Conduct generally does not include conduct concerning a person’s individual employment or former employment (other than as set out in Reportable Conduct). These matters, known as personal work -related grievances may include:

• an interpersonal conflict at work;
• a decision relating to engagement, transfer or promotion;
• a decision relating to terms and conditions of engagement; or
• a decision to suspend or terminate the engagement or to discipline the person.

These matters will typically be investigated or addressed under Bunnings’ Respectful Workplace Policy.

In limited circumstances, a personal work-related grievance may amount to Reportable Conduct under this policy, such as where the grievance is systemic in nature and involves or affects multiple team members or relates to conduct that has been taken against a person because they made a report under this policy.

Who can I make a report to?

Bunnings has nominated several channels (or eligible recipients) for making a report if you become aware of any issue or behaviour which you consider to be Reportable Conduct:

Method	<pDetails
To Speak Up (monitored by independent third-party)	A report may be made via the Bunnings Speak Up Service: a free external hotline and reporting service independently monitored by Deloitte. Speak Up reporting options are: by phone: 1800 176 386 by email: SpeakUp@deloitte.com.au web-based access: www.SpeakUp.deloitte.com.au by post: Speak Up Reply Paid 12628 A’Beckett Street Melbourne VIC 8006 Reports may be made anonymously. Any details which may identify you (such as your name or contact details) will only be provided to Bunnings if you consent to those details being shared with Bunnings.
To a Protected Disclosure Officer	In order to ensure appropriate escalation if a disclosure is made internally, and timely investigation, we request that reports are made to any one of our Protected Disclosure Officers, listed below:  Damian Zahra –Chief People Officer DZahra.whistleblower@bunnings.com.au Judd Young – General Manager Workplace Relations and Workforce Planning JYoung.whistleblower@bunnings.com.au Workplace Relations Lawyers WRLawyers.whistleblower@bunnings.com.au Michelle Curran – General Manager, Group Risk and Compliance MCurran.whistleblower@bunnings.com.au James Cox – Risk and Resilience Manager JSCox.whistleblower@bunnings.com.au Alex Macdonald – National Security and Investigations Manager Amacdonald2.whistleblower@bunnings.com.au Mark Philips – State Investigations Manager MPhillips.whistleblower@bunnings.com.au
By post	Reports may also be posted to c/- Locked Bag 3004, Hawthorn, Victoria, 3122 (marked Private & Confidential and to the attention of one of the Protected Disclosure Officers).

In order to qualify for protection, a report must concern Reportable Conduct and be made by an eligible whistleblower to an eligible recipient identified in this policy, or any other eligible recipient prescribed by law, such as an ‘officer’ or ‘senior manager’ of the company (includes a director, or a senior manager in the company who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company, or who has the capacity to affect significantly the company’s financial standing), or the relevant regulator. Under the Corporations Act and the Taxation Administration Act, reports can also be made to Bunnings’ external auditors and actuaries as set out in Annexures A and B.

Bunnings' investigation of protected disclosures

Bunnings will assess whether a report is a protected disclosure. Reports that are not a protected disclosure will be referred to the appropriate team (for example Bunnings People & Culture or Bunnings Loss Prevention) for investigation/management in accordance with other Bunnings policies.

Where appropriate, Bunnings will commence its investigation of a protected disclosure as soon as practicable after receiving a report. The length of time that it will take Bunnings to complete an investigation will vary depending on a range of factors, including the matters disclosed and the number of people who may be needed to participate in the investigation.

A Protected Disclosure Officer may, with your consent, appoint a person/s to assist with the investigation. While the particular investigation process and enquiries adopted will be determined by the nature and substance of the report, in general if the report is not anonymous, a Protected Disclosure Officer or delegate will contact you to discuss the investigation process, including who may be contacted and such other matters as are relevant to the investigation.

Any investigation will be conducted in an objective and fair manner, and otherwise as is reasonable and appropriate having regard to the nature of the Reportable Conduct and the circumstances. Where appropriate, Bunnings will provide verbal or written feedback to you regarding the investigation’s progress and/or outcome (subject to considerations of the privacy of those against whom allegations are made). However, there may be circumstances where it is not appropriate to disclose the outcomes of the investigation to you.

Where a report is submitted anonymously, Bunnings may conduct an investigation based on the information provided to it. Bunnings may request further information from an anonymous reporter, and the anonymous reporter may refuse to provide that information if doing so would disclose their identity. In some circumstances, this may mean that Bunnings is not be able to investigate a report.

Protection of Whistleblowers

Bunnings is committed to ensuring confidentiality in respect of all matters raised under this policy, and that those who make a report are treated fairly and do not suffer detriment.

(a) Protection against detrimental conduct

Reporters are protected from detrimental treatment or any form of victimisation or retaliation in accordance with the Corporations Act.

Detrimental treatment includes dismissal, demotion, harassment, discrimination, disciplinary action, bias, threats, or other unfavourable treatment in circumstances where a person suspects another person has made, or could make a report.

If you are subjected to detrimental treatment in connect with a report or potential report under this policy, you should:

• inform a Protected Disclosure Officer, officer, or senior manager of Bunnings immediately; or
• raise it in accordance with this policy.

(b) Protection of your identity and confidentiality

Subject to compliance with legal requirements, upon receiving a report under this policy, Bunnings will take reasonable steps to keep your identity confidential and reduce the risk of disclosure in the course of an investigation. Bunnings will only share your identity as a whistleblower or information likely to reveal your identity if:

• you consent;
• the concern is reported to the Australian Securities and Investments Commission ("ASIC"), the Australian Prudential Regulation Authority ("APRA"), the Tax Commissioner or the Australian Federal Police ("AFP"); or
• the concern is raised with a lawyer for the purpose of obtaining legal advice or representation.

When investigating a protected disclosure, Bunnings will take reasonable steps to keep your identity confidential and to reduce the risk of disclosing information that could lead to your identification.

In the course of an investigation, Bunnings may disclose your identity or information likely to reveal your identity to an employee, advisor, or contractor of Bunnings Group Limited, Bunnings Limited, or Wesfarmers Limited, who reasonably has a need to investigate, report on, or respond to, the matters raised in your report.

(c) Protection of files and records

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

Unauthorised release of information to someone not involved in the investigation (other than senior managers or directors who need to know to take appropriate action, or for corporate governance purposes) without your consent as a whistleblower will be a breach of this policy.

Whistleblowers are assured that a release of information in breach of this policy will be regarded as a serious matter and will be dealt with under Bunnings’ disciplinary procedures.

Duties of team members in relation to Reportable Conduct

It is expected that Bunnings’ team members who become aware of actual Reportable Conduct, or suspect on reasonable grounds, potential cases of Reportable Conduct, will make a report under this policy or under other applicable policies.

Reporting procedures

Protected Disclosure Officers will report to the Bunnings and Wesfarmers boards on the number and type of whistleblower incident reports annually, to enable Wesfarmers to address any issues and trends at a divisional/business unit and/or Group level. These reports will be made on a ‘no names’ basis, maintaining the confidentiality of matters raised under this policy.

The Wesfarmers Audit and Risk Committee will receive copies of all Bunnings whistleblower reports, and whistleblower reports from Protected Disclosure Officers (as appropriate). In addition, serious and/or material Reportable Conduct will be considered by the Protected Disclosure Officers for immediate referral to the Chairman of the Wesfarmers Audit and Risk Committee.

Operation and Amendment of this policy

This policy:

- operates in addition to the Wesfarmers Whistleblower Policy and, in the event of any inconsistency with the Wesfarmers Whistleblower policy, the Wesfarmers Whistleblower policy will prevail to the extent of the inconsistency;

- cannot be amended without approval of the Bunnings Board. It will be reviewed from time to time to ensure that it remains effective and meets best practice standards and the needs of Bunnings.

LAST AMENDED 13th August 2024

Annexure A - Special protections under the Corporations Act

The Corporations Act gives special protection to disclosures about any misconduct or improper state of affairs relating to Bunnings if the following conditions are satisfied:

1. the whistleblower is or has been:

1. an officer or employee of Bunnings;
2. an individual who supplies goods or services to Bunnings or an employee of a person who supplies goods or services to Bunnings;
3. an individual who is an associate of Bunnings; or
4. a relative, dependent or dependent of the spouse of any individual referred to at (a) to (c) above;

2. the report is made to: 

1. an independent third-party, which Bunnings has approved for the purpose of receiving a report — in this case, Speak Up;
2. a Protected Disclosure Officer;
3. an officer or senior manager of Bunnings;
4. Bunnings' external auditor (or a member of that audit team) ;
5. an actuary of Bunnings ;
6. ASIC;
7. APRA; or
8. a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Corporations Act even if the advice is to the effect that the disclosure does not relate to a disclosable matter; and

3. the whistleblower has reasonable grounds to suspect that the information being disclosed concerns misconduct, or an improper state of affairs or circumstances in relation to Bunnings. This may include a breach of legislation, including the Corporations Act, an offence against the Commonwealth punishable by imprisonment for 12 months or more, or conduct that represents a danger to the public or financial system.

Examples of conduct which may amount to a breach of the Corporations Act include: insider trading, insolvent trading, breach of the continuous disclosure rules, failure to keep accurate financial records, falsification of accounts, failure of a director or other officer of Bunnings to act with the care and diligence that a reasonable person would exercise, or to act in good faith in the best interests of the corporation or failure of a director to give notice of any material personal interest in a matter relating to the affairs of the company.

The protections given by the Corporations Act when these conditions are met are:

1. the whistleblower is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure. However, the discloser can still be pursued for having made a false disclosure and in connection with the discloser's own conduct which is revealed by the matters highlighted in the disclosed information (i.e. the discloser's own conduct in the misconduct, improper affairs or other circumstances which are revealed by the protected disclosure);
2. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the whistleblower for making the report;
3. in some circumstances, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty;
4. anyone who causes or threatens to cause detriment to a whistleblower or another person in the belief or suspicion that a report has been made, or may have been made, proposes to or could be made, may be guilty of an offence and may be liable for damages;
5. a whistleblower's identity cannot be disclosed to a court or tribunal except where considered necessary; and
6. the person receiving the report commits an offence if they disclose the substance of the report or the whistleblower’s identity, without the whistleblower’s consent, to anyone except ASIC, APRA, the AFP or a legal practitioner for the purpose of obtaining legal advice or representation in relation to the report.

Confidentiality

If a report is made, the identity of the discloser must be kept confidential unless one of the following exceptions applies:

a) the discloser consents to the disclosure of their identity;
b) for the purpose of investigating a matter to which a disclosure relates to, Bunnings has taken reasonable steps to reduce the risk that the discloser will be identified as a result of the disclosure;
c) the concern is reported to ASIC, APRA, or the AFP; or
d) the concern is raised with a legal practitioner for the purpose of obtaining legal advice or representation.

Disclosures may be made anonymously and the discloser may choose to remain anonymous and remain protected under the Corporations Act.

A “public interest disclosure” or an “emergency disclosure” may be made to a journalist or a parliamentarian under certain circumstances and qualify for protection. The discloser should seek independent legal advice before making such a disclosure.

Annexure B – Special Protections under the Taxation Administration Act

The Taxation Administration Act gives special protection to disclosures about a breach of any Australian tax law by Bunnings, or misconduct in relation to Bunnings’ tax affairs, if the following conditions are satisfied:

1. the whistleblower is or has been:

1. an officer or employee of Bunnings;
2. an individual who supplies goods or services to Bunnings or an employee of a person who supplies goods or services to Bunnings;
3. an individual who is an associate of Bunnings; or
4. d. a spouse, child, dependent or dependent of the spouse of any individual referred to at (a) to (c) above;

2. the report is made to: 

1. an independent third-party, which Bunnings has approved for the purpose of receiving a report — in this case, Speak Up;
2. a Protected Disclosure Officer;
3. a director, secretary or senior manager of Bunnings;
4. Bunnings’ external auditor (or a member of that audit team) ;
5. a registered tax agent or BAS agent who provides tax or BAS services to Bunnings ;
6. any other employee or officer of Bunnings who has functions or duties relating to tax affairs of the company (e.g. an internal accountant);
   ("Bunnings recipients")
7. the Commissioner of Taxation; or
8. a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Taxation Administration Act;

3. if the report is made to a Bunnings recipient, the whistleblower:

1. has reasonable grounds to suspect that the information indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of Bunnings or an associate of Bunnings; and
2. considers that the information may assist the Bunnings recipient to perform functions or duties in relation to the tax affairs of Bunnings or an associate of the company; and

4. if the report is made to the Commissioner of Taxation, the whistleblower considers that the information may assist the Commissioner of Taxation to perform functions or duties in relation to the tax affairs of Bunnings or an associate of Bunnings.

The protections given by the Taxation Administration Act when these conditions are met are:

1. the whistleblower is immune from any civil, criminal or administrative legal action (including disciplinary action) for making the disclosure. However, the discloser can still be pursued for having made a false disclosure and in connection with the discloser's own conduct which is revealed by the matters highlighted in the disclosed information (i.e. the discloser's own conduct in the misconduct, improper affairs or other circumstances which are revealed by the protected disclosure);
2. no contractual or other remedies may be enforced, and no contractual or other right may be exercised, against the whistleblower for making the report;
3. where the disclosure was made to the Commissioner of Taxation, the reported information is not admissible against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty, except where the proceedings are concerned with whether the information is false;
4. unless the whistleblower has acted unreasonably, a whistleblower cannot be ordered to pay costs in any legal proceedings in relation to a report;
5. anyone who causes or threatens to cause detriment to a whistleblower or another person in the belief or suspicion that a report has been made, or may have been made, proposes to or could be made, may be guilty of an offence and liable to pay damages;
6. a whistleblower's identity cannot be disclosed to a court or tribunal except where considered necessary; and
7. the person receiving the report commits an offence if they disclose the substance of the report or the whistleblower’s identity, without the whistleblower’s consent, to anyone except the Commissioner of Taxation, the AFP or a lawyer for the purpose of obtaining legal advice or representation in relation to the report.

Confidentiality

If a report is made, the identity of the discloser will be kept confidential unless one of the following exceptions applies:

a) the discloser consents to the disclosure of their identity;
b) for the purpose of investigating a matter to which a disclosure relates to, Bunnings has taken reasonable steps to reduce the risk that the discloser will be identified as a result of the disclosure;
c) the concern is reported to the Commissioner of Taxation or the AFP; or
d) the concern is raised with a legal practitioner for the purpose obtaining legal advice or representation.