Whistleblower Policy

1. Purpose

The Nature Conservancy Limited (TNC Limited), a related entity of The Nature Conservancy (TNC) global organization, wants to make sure it is always conducting its business legally and ethically. We want people who are concerned about improper conduct to feel comfortable reporting that conduct. The purpose of this guidance is to explain TNC’s policies and SOPs relevant to whistleblowers to demonstrate how people can make a report, and the process that we will undertake when reports are received.

2. Scope

This guidance is intended for all current and former TNC Limited employees, Directors, Officers, Committee Members, temporary workers, volunteers, as well as independent contractors (collectively referred to in this guidance as 'employee/s'). For the avoidance of doubt, any reference to the ‘TNC’ in this guidance refers collectively to TNC Limited and TNC.

3. Policy & TNC Helpline

TNC Limited is governed by TNC’s policies that are approved by its global Board of Directors and operates according to TNC’s Standard Operating Procedures (SOPs) that are approved by members of its global Executive Leadership Team.

TNC’s whistleblower policies are described its “Reporting Suspected Violations of Law and Policy” Policy, the most recent version of which was approved by the global Board of Directors on January 30, 2009 (with technical corrections made in February 2011 and reference section updates in October 2017).

Reporting procedures and support for Reporters is described in guidance provided by TNC’s Ethics and Compliance Department that operates TNC Helpline.

Their detailed guidance is referenced throughout this guidance below.

4. Application of TNC’s Policy to TNC Limited

We encourage and expect everyone at TNC Limited to speak up by asking questions, raising concerns, seeking guidance, and reporting actual or suspected violations of laws, our Code of Conduct, our policies, our SOPs, relevant industry codes, or our high ethical standards. TNC is committed to a culture of integrity by building trust through transparency and accountability. Together, with every colleague and partner, we uphold our Code of Conduct which articulates how to act in accordance with TNC's values and prevent illegal, unethical, or improper conduct. TNC’s ethical values are set out in our Code of Conduct.

Who is a Reporter?

It is important to speak up when something does not look or feel right. You are a Reporter if you make or attempt to make a disclosure of improper conduct.

A Reporter can be:

• a Director, Officer, manager, employee or Member (including current and former, and including interns and secondees; or
• a consultant, supplier or contractor (whether paid or unpaid and including employees of the consultant, supplier or contractor); or
• an associate of TNC; or
• a relative or dependant of any of the above.

Reporters are sometimes also referred to as a ‘whistleblower’.

What is improper conduct?

For the purposes of this guidance, matters that should be reported to TNC involve information that the Reporter suspects or has reasonable grounds for concern of misconduct or an improper state of affairs or circumstances in relation to TNC Limited or TNC. This includes, but is not limited to, the following types of misconduct:

• conduct that constitutes an offence against, or a contravention of the:

                    a. Australian Charities and Not-for-profits Commission Act 2012 (Cth)

                    b. Charities Act 2013 (Cth)

                    c. Corporations Act 2001 (Cth);

                    d. Australian Securities and Investments Commission Act 2001;

                    e. Banking Act 1959;

                    f. Financial Sector (Collection of Data) Act 2001;

                    g. Insurance Act 1973;

                    h. Life Insurance Act 1995;

                    i. National Consumer Credit Protection Act 2009;

                    j. Superannuation Industry (Supervision) Act 1993;

                    k. Competition and Consumer Act 2010;

                    l. Taxation Administration Act 1953;

                    m. other tax laws administered by the Federal Commissioner of Taxation;                                   and/or;

                    n. any other Commonwealth law that is punishable by imprisonment for a                                     period of 12 months or more (for example terrorism, property offences,                                          slavery or human trafficking);.

• conduct that represents a danger to the public or the financial system;
• a breach of the law, such as theft, dealing in, or use of illicit drugs, violence or threatened violence, and criminal damage against property;
• representative of serious clinical wrongdoing;
• unethical (representing a breach of TNC’s Code of Conduct, policies or generally other misconduct) in certain circumstances;
• dishonesty;
• fraudulent and/or corrupt behaviour;
• unsafe work practices;
• fraud, money laundering or misappropriation of funds;
• financial irregularities;
• any other conduct which may cause financial or non-financial loss to TNC or be otherwise adverse to TNC’s interests; or
• engaging or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made, or be planning to make, a disclosure under this guidance.

What types of reports do not qualify for whistleblowing protection under local law?

It is important to note that the following disclosures do not qualify for protection under Australia’s applicable whistleblowing legislation and therefore may not be protected by TNC during the disclosure process. Disclosures that are:

• not about reportable conduct;
• not made by an eligible person; and
• not made to an eligible recipient (or other relevant person/entity referred to above).

It should be noted that personal work-related grievances are not covered under this guidance and should be reported by the employee to their direct supervisor or in accordance with TNC’s policies and procedures. Examples of personal work-related grievance are:

• interpersonal conflicts between employees;
• decisions relating to the engagement, transfer or promotion of an employee;
• decisions to discipline an employee; and/or
• decisions to suspend or terminate the engagement of an employee.

However, there may be some circumstances in which a personal work-related grievance still qualifies for protection and can be reported under this guidance.

These circumstances include:

• any conduct that could be considered victimisation of or detrimental to an individual because they have made, may have made or intend to make a report under this guidance, including threats of this nature;
• a matter that would have significant implications for TNC;
• the matter that also includes information about improper conduct;
• a matter where TNC has breached employment or other laws punishable by imprisonment for a period of 12 months or more, or engaged in conduct that represents a danger to the public, or the report relates to information that suggests improper conduct beyond the reporter’s personal circumstances; and/or
• if the Reporter has sought legal advice or representation in relation to the whistleblower protections contained in the Corporations Act 2001 (Cth) (Corporations Act).

How do I make a report?

TNC Limited’s employees are encouraged to make reports using the TNC Ethics & Compliance Hotline, as explained on its helpline website here. TNC Limited’s employees are also encouraged to have open communications with their manager(s), HR Business Partners (HRBPs), Employee Relations & Engagement Team, Regional Director of Ethics & Compliance, or the Global Director of Investigations & Integrity (see contact information here). This provides all staff with the opportunity to raise issues of concern, ask questions and constructively challenge others to be better and advance health and wellbeing in the process.

Per Australian law, a Reporter making a report may also make a whistleblower disclosure under the Corporations Act or the Taxation Administration Act 1953 (Cth) (together, the Whistleblower Acts) if they meet certain criteria:

• the Reporter is an eligible whistleblower as defined in the Whistleblower Acts;
• the disclosure is made to an Eligible Recipient as defined in the Whistleblower Acts, including a senior manager or officer of TNC, TNC ’s internal or external auditor or its actuary, a legal practitioner or to ASIC or APRA, or, if related to taxation, the Commissioner of Taxation;
• the information disclosed qualified for protection under the Whistleblower Acts, including that it relates to misconduct or an improper state of affairs or circumstances in the Group (or in relation to any of its employees or officers) or involves tax matters; and
• there are reasonable grounds for the suspicions.

A Reporter may be anonymous and still be protected under the Australian Whistleblower Acts.

Reports made under this guidance will not qualify for protection under the Whistleblower Acts if they do not meet the criteria set out in those Acts.

Contents of the Report

TNC’s Ethics & Compliance Department does not have a specific list of details you need to include in your report. However, you may consider including some or all of the following details:

• the details of the person you think engaged or is engaging in any relevant conduct;
• when and where the conduct occurred (e.g. dates and times);
• details of anyone else aware of or involved in the conduct;
• details of anyone else who might be able to verify your disclosure;
• if you have done anything in response to the conduct;
• if you have any concerns about possibly being victimised, and if so by whom; and
• any supporting information (e.g. documents, file notes, emails, photographs).

Unsubstantiated Reports

TNC does not take any action against a Reporter if a report is found to be unsubstantiated. Under Australian law, a Reporter may also still qualify for protection even if the report turns out to be incorrect, however you must act honestly and reasonably in making the disclosure, with reasonable grounds to suspect that the improper conduct has occurred. A mere allegation is not sufficient.

If a person knowingly makes a false report of reportable misconduct or otherwise fails to act honestly with reasonable belief in respect of a report, disciplinary action (including termination) may be taken for making false, malicious, or vexatious allegations as this would be a violation of TNC’s Code of Conduct.

Anonymous Reporting

A Reporter can choose to report concerns anonymously or request their identity be kept confidential during the investigation.

How TNC’s Reporting & Investigation Process Works

This “How TNC’s Reporting and Investigation Process Works” Quick Guide, also included here as Attachment A, explains how the reporting and investigation process works, starting with reporting options and taking you through the resolution.

In addition, the “What Happens When I Report a Concern” Quick Guide, also included here as Attachment B, provides an overview of the process.

Retaliation Prohibited

TNC prohibits all forms of retaliation against you as a direct result of being a Reporter or a witness in an investigation. No detrimental action will be taken by TNC against a whistleblower in relation to a report of suspected misconduct whether substantiated or not substantiated by the subsequent investigation. Detrimental action against you because of your participation as a Reporter includes:

• termination of employment (unless unrelated and in the ordinary course of business);
• abuse;
• exclusion;
• demotion;
• refusal to promote;
• a pay cut;
• reassignment;
• bullying; or
• a bad review.

If you feel that you have been or will be retaliated against, you should escalate this immediately to the Ethics & Compliance Helpline.

Protection under the Whistleblower Acts

Per Australian law, the Reporter may have rights to compensation for loss, damage or injury and other remedies under the applicable Whistleblower Acts if the Reporter has been subject to detrimental treatment.

Immunities under the Whistleblower Acts may include not being subject to any civil, criminal or administrative liability, not having any contractual or other remedy or right enforced against the Reporter on the basis of the disclosure and the report not being admissible in evidence against the Reporter in criminal proceedings or proceedings for the imposition of a penalty (except in respect of false information).

Reporting to regulators, public interest disclosures and emergency disclosures

Nothing in this guidance is intended to restrict you from disclosing improper conduct, providing information to, or communicating with a government agency, law enforcement body or a regulator in accordance with any relevant law or regulation in any jurisdiction in which TNC Limited conducts business.

Per Australian law, a Reporter may also be able to make a public interest or emergency disclosure to a journalist or parliamentarian in accordance with the applicable Whistleblower Acts in limited circumstances as summarised below.

1. Public interest disclosure

• 90 days have passed since the report;
• the Reporter has reasonable grounds to believe that making a further disclosure is in the public interest;
• the Reporter has given written notice to the body to which the Reporter made the original report that included sufficient information to identify the original report and which states that the Reporter intends making a public interest disclosure;
• information disclosed must be no greater than necessary to inform the journalist or parliamentarian of the particular misconduct or improper state of affairs or circumstances as set out in the Reporter’s original report.

2. Emergency disclosure

• the Reporter has reasonable grounds to believe that the information concerns a substantial and imminent danger to the health or safety of one or more persons or to the natural environment;
• the Reporter has given written notice to the body to which the Reporter made the original report that included sufficient information to identify the original report and which states that the Reporter intends making an emergency disclosure; and
• the information disclosed must be no greater than necessary to inform the journalist or parliamentarian of the particular substantial and imminent danger.

Reporters may consider seeking independent legal advice before making a public interest or emergency disclosure.

Global Ethics & Compliance Reporting to the TNC Limited Board of Directors

TNC’s global Ethics & Compliance Team, through its Regional Director of Ethics & Compliance, shall provide relevant information on all reports, investigations, and findings of reports made in accordance with this guidance to the Board of Directors of TNC Limited during regular board meetings. Reports or investigations carrying an undue amount of risk will be reported to the Board outside of the meetings both timely and confidentially. The Board at any time can request information about matters arising or pending under the guidance.

4. Applicable Australian Law

The Corporations Act, whistleblower provisions of the Corporations Act (Part 9.4AAA) on the Federal Register of Legislation, contains certain protections for whistleblowers including:

• protection of information provided by whistleblowers
• protections for whistleblowers against legal action
• protections for whistleblowers from detriment

TNC global policies and SOPs are designed to be compliant with all applicable, local laws. In the event of a conflict between TNC policies or SOPs and applicable laws in Australia, local laws shall always prevail.