Whistleblower Policy

WHISTLEBLOWER POLICY

LANGDON Group Limited (ABN 34 004 116 241) and its Australian subsidiaries including H.J. Langdon & Co Pty Ltd (ABN 89 006 641 701), The Natural Food Trading Company Pty Ltd (ABN 82 162 097 387) and Bakery Craft Pty Ltd (ABN 31 126 903 857). 

Adopted by the Board of Langdon Group Limited October 2024. 

PURPOSE: 

LANGDON Group Limited (ABN 34 004 116 241) and its Australian subsidiaries including H.J. Langdon & Co Pty Ltd (ABN 89 006 641 701), Bakery Craft Pty Ltd (ABN 31 126 903 857), The Natural Food Trading Company Pty Ltd (ABN 82 162 097 387) (collectively, LANGDON) are committed to complying with all applicable laws and maintaining strong principles of corporate governance and ethical standards of conduct across the LANGDON business. 

This commitment applies to all LANGDON’s interactions with employees, contractors, customers, suppliers, the community, other stakeholders, and the broader environment within which LANGDON operates. 

The purpose of this Whistleblower Policy (this Policy) is: 

1. to encourage the reporting of wrongdoing that may cause loss to LANGDON or damage to LANGDON’s reputation, or may cause harm to others; 

1. to establish effective reporting and investigation mechanisms within LANGDON; 

1. to enable LANGDON to effectively deal with reports from Disclosing Persons in a way that will protect the identity of the Disclosing Persons and provide for the security of the information provided; and 

1. to notify Disclosing Persons of the protection they are entitled to under the Corporations Act 2001 (Corporations Act) and this Policy in respect of Reportable Conduct. 

A copy of this Policy will be made available via the LANGDON (QMS) intranet and website at hjlangdon.com.  

SCOPE & DISCLOSURES: 

This Whistleblower Policy is applicable to all Disclosing Persons.  

An individual is a Disclosing Person if they are or have been: 

1. an officer or employee of LANGDON; 

1. a supplier of services or goods to LANGDON (whether paid or unpaid) including their employees; 

1. an associate of LANGDON; or 

1. a relative, dependant or spouse of a person in the above categories. 

This Policy is designed to complement LANGDON’s existing policies. There are also protections within this Policy for any employees who are the subject of a disclosure under this Policy. 

MATTERS REPORTED UNDER THIS POLICY: 

LANGDON encourages Disclosing Persons to make a report under this Policy if they suspect on reasonable grounds that there has been any misconduct, or improper situation or circumstances, which has occurred or arisen in relation to LANGDON or any of LANGDON officers or employees (Reportable Conduct). If a person is considering making a report under this Policy, they are encouraged to seek their own legal advice. Disclosures to a legal practitioner for the purposes of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions of the Corporations Act are also protected under the Corporations Act. Guidance on the Policy can also be sought from Langdon Whistleblower Protection Officer. 

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

• is dishonest or fraudulent, e.g., falsifying financial records or recording transactions without substance or merit. 

• 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; 

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

• is unethical or otherwise breaches any of LANGDON’s policies which relate to discrimination, harassment, bullying, workplace violence, modern slavery, vilification, or victimisation; 

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

• may cause financial loss to LANGDON or compromise LANGDON’s reputation or may otherwise be detrimental to LANGDON’s interests. 

This Policy does not apply to matters which relate solely to personal work-related grievances and do not involve detriment or threatened detriment to a person because of an actual or proposed disclosure under this Policy. 

A personal work-related grievance is a grievance about a matter which relates to the Disclosing Person’s employment or former employment with LANGDON which only has implications for that individual personally. For example, this could include an interpersonal conflict between the Disclosing Person and another employee of the LANGDON, a decision relating to the engagement, transfer, promotion or termination of the engagement of the Disclosing Person, a decision about the terms and conditions of the engagement of the Disclosing Person or a decision to suspend or terminate the engagement of the Disclosing Person or to discipline them. 

A report about a personal work-related grievance may still qualify for protection if it includes information about Reportable Conduct. 

HOW TO MAKE A REPORT: 

Disclosures under this Policy can be made to any Eligible Recipient. An Eligible Recipient is: 

• a Senior Manager of LANGDON; 

• an auditor or actuary of LANGDON;  

• MAZARS (Accounting and Tax) Phone: +61 3 9252 0800 

• Department of Agriculture, Water and the Environment 1800 900 090 

• SAI (BRC) 1300 360 314 or clientservicecentre@SAIglobal.com  

• ACO (Organic) +61 7 3350 5706 

• any other person expressly authorised by LANGDON to receive disclosures that qualify for protection. 

The Whistleblower Protection Officer can also receive disclosures from Disclosing Persons via the details set out below: 

Internal Reporting 

Employees of LANGDON and contractors working within LANGDON can choose to file a report internally to LANGDON’s Whistleblower Protection Office. 

Email: Speakup@hjlangdon.com 

Phone: (+61) 3 8360 1987 to leave a message 

Post: Attention ‘Whistleblower Protection Officer,’ 525 Mt Derrimut Rd Derrimut 3026, Australia 

External Reporting 

Disclosure of Reportable Conduct can also be made to: 

• A journalist or a parliamentarian in certain situations. Such a disclosure will qualify for protection if it meets the criteria under the Corporations Act for public interest or emergency disclosures. You should contact your own legal adviser before making a public interest or emergency disclosure; and 

• Certain regulatory bodies and other external parties authorised under the Corporations Act including but not limited to the Australian Securities and Investments Commission, the Australian Prudential Regulation Authority, and the Australian Taxation Office. 

HOW WILL REPORTS BE INVESTIGATED? 

All reports will be investigated by the Whistleblower Investigation Officer thoroughly and as soon as practicable upon receiving a report. In some circumstances, the Whistleblower Investigation Officer may appoint either an appropriate internal resource or external provider to assist with the investigation. 

The Whistleblower Investigation Officer will be: 

• Any employee of LANGDON as determined by the Whistleblower Protection Officer as appropriately skilled to investigate the disclosure; 

The investigation process itself will vary depending on the nature of the alleged Reportable Conduct and the amount of information provided by the Disclosing Person in his/her report. Each report made under this Policy will first need to be assessed to determine whether it qualifies for protection under this Policy and whether a formal, in-depth investigation is required. 

Investigations will be conducted in a fair and impartial manner and may involve gathering further evidence by interviewing witnesses and/or the individuals under investigation. In all cases, the Whistleblower Investigation Officer will take reasonable steps to maintain, and procure the maintenance by other persons of, the confidentiality of the investigation and the individuals concerned in accordance with this Policy. 

Employees that are the subject of a disclosure will be provided with a fair opportunity to address any allegations concerning their conduct. The employees will, where appropriate, be given the opportunity to bring a support person to any interviews or meetings held by the Whistleblower Investigation Officer in accordance with this Policy. 

Disclosing Persons will be updated on the progress of the investigation where possible.  

The Key Roles and Responsibilities are set out in section 11. 

PROTECTIONS AVAILABLE TO WHISTLEBLOWERS: 

LANGDON is committed to ensuring that all Disclosing Persons who make a report under this Policy are treated fairly and are not subjected to any detrimental treatment because of making a report. Disclosing Persons will receive the protections available under the Corporations Act if they make a disclosure of Reportable Conduct to an Eligible Recipient (or to any other entity as authorised under this Policy or the Corporations Act, such as your legal adviser), whether or not the disclosure is made anonymously. Protections are as summarised below. 

Protection of identity 

Disclosing Persons are not required to provide their name or any other identifying information when making a report under this Policy. If Disclosing Persons provide such details in connection with a report, except in strict circumstances provided for under the relevant laws, they are entitled to have their identity (including any information that is likely to lead to their identification) kept confidential and it is illegal for a person to breach  this right of the Disclosing Person. 

LANGDON will use its best endeavours to ensure that all documents and materials relating to a report made under this Policy are stored securely and that all persons involved in the handling and investigation of a report are appropriately qualified and are reminded of their confidentiality obligations under this Policy. 

While protecting confidentiality is a priority, there may be situations where an investigation may not be able to be undertaken if contact with the Disclosing Person cannot be made (e.g. if a report has been made anonymously and no contact details for the Disclosing Person have been provided). 

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

Protection against detriment 

Disclosing Persons are entitled to protection from any actual or threatened detriment to Disclosing Persons 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). 

Where practicable, LANGDON will endeavour to protect Disclosing Persons from detrimental acts or omissions by monitoring and managing the behaviour of other employees in the workplace, relocating employees to a different team or location and/or offering support services to the Disclosing Persons. 

If Disclosing Persons believe that they have been subjected to actual or threatened detriment in connection with a report made under this Policy, they should immediately report the alleged detrimental conduct to the Whistleblower Protection Officer. The Whistleblower Protection Officer (or if appropriate, an internal or external resource appointed by the Whistleblower Protection Officer) will investigate the alleged detrimental conduct and report their findings to LANGDON. If appropriate, LANGDON will address the detrimental conduct, such as by taking disciplinary action against the perpetrator(s). 

Further, under the Corporations Act, a Disclosing Person may be able to seek compensation and other remedies through the courts if the Disclosing Person suffers loss, damage or injury because of a report made under this Policy and LANGDON failed to take reasonable precautions and exercise due diligence to prevent the relevant detrimental conduct. Disclosing Persons should seek their own legal advice in this regard 

Other immunities 

Disclosing Persons are entitled to certain statutory immunities, including: 

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

• no contractual or other remedy may be enforced, and no contractual or other right may be exercised, against Disclosing Persons based on the disclosure; and 

• in some circumstances, the information disclosed will not be admissible in evidence against Disclosing Persons in criminal proceedings or in proceedings for the imposition of a penal

MALICOUS REPORTING AND BREACH OF CONFIDENTIALITY: 

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

• 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 

BREACH OF POLICY: 

Breach of this Policy will be considered misconduct and may lead to disciplinary action including termination of employment, or engagement. An individual who breaches this Policy may also be subject to civil or criminal action 

 

IMPLEMENTATION: 

This Policy and the contact details of the Whistleblower Protection Officer will continually be prominently displayed and circulated throughout Langdon and publicised to customers, suppliers, and other stakeholders. 

The commitment of LANGDON to complying with all applicable laws, strong corporate governance and impeccable standards of conduct and the aims and content of this Policy and LANGDON’s policies will be communicated to employees and contractors during inductions and other relevant training programmes, together with practical advice on identifying and preventing any improper conduct which may be reportable under this Policy. 

INTERNAL REPORTING AND COMPLIANCE: 

Subject to confidentiality and privacy considerations, the Whistleblower Protection Officer will prepare annual report on contacts to Legal Counsel and CEO. 

These reports can also be reviewed by the Board. This Policy will be reviewed periodically and varied if necessary. 

KEY ROLES AND RESPONSIBILITIES: 

Whistleblower Protection Officer – the designated LANGDON employee with responsibility for: 

• accepting reports 

• protecting Disclosing Persons from detriment 

• ensuring fair treatment for any employees mentioned in a disclosure 

• acts as a point of escalation for Disclosing Persons if the disclosure has not been dealt with fairly or in accordance with this Policy. 

Whistleblower Investigation Officer  

• responsible for conducting preliminary investigations into reports received from Disclosing Persons. 

• interviewing witnesses 

• making recommendations and reporting on findings 

REFERENCES: 

TYPE	REFERENCE	LOCATION
Relevant National and State Legislation
Codes of Practice
Australian Standards
Other	ASIC Regulatory Guide 270 Whistleblower policies, November 2019