Whistleblower Policy

KAZAKHSTAN POTASH CORPORATION LIMITED ACN 143 441 285

(“Company”)

1. INTRODUCTION

1.1 This policy provides guidance for personnel reporting wrongdoing that is of legitimate concern or making serious wrongdoing disclosures. The processes detailed in this policy aims to ensure that no person will be penalised or disadvantaged for reporting wrongdoing, provided they have not themselves been involved in the wrongdoing reported.

2. WHO DOES THIS POLICY APPLY TO?

2.1 This policy applies to all KPC personnel, including:

  • Employees;
  • Directors and other officers;
  • Contractors (including employees of contractors);
  • Suppliers (including employees of suppliers);
  • Associates;
  • Consultants; and
  • Relatives, dependants, spouses, or dependants of a spouse of any of the above.2.2 The protections in this Policy will also apply to anyone who has made a disclosure of information relating to an entity within the Company to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to whistleblowing protection laws.

3. DEFINITIONS

Whistleblower: Any person who wishes to make a report in connection with misconduct or wrongdoing in relation to KPC and avails themselves of whistleblower’s protections.

  • Whistleblowing: The reporting of actual or suspected wrongdoing.
  • Wrongdoing: includes the following
  • Dishonest, corrupt, illegal or fraudulent conduct
  • Unethical or immoral behaviour
  • Legal or regulatory non-compliance
  • Substantial mismanagement of KPC’s resources
  • Substantial mismanagement that involves a significant risk to health, safety or the environment
  • Behaviour damaging to the reputation of KPC.

Whistleblower protection officer (WPO): the person to whom the whistleblower makes a report and who assumes responsibility for safeguarding the interests of the whistleblower. In KPC, a whistleblower may choose one of the following people to act as WPO for their report:

  • Chairman of the Board;
  • Managing Director;
  • Company Secretary.

Whistleblower investigation officer (WIO): a fair and independent person authorised to investigate the substance of a whistleblower’s report and determine if there is evidence in support of the matter/s raised. The WIO will be appointed by the WPO at their discretion. The WIO may be an external investigator, depending on the subject, substance, and nature of the allegations.

Persons nominated as WPOs and WIOs must fully disclose any conflict of interest they may have in the matter; if a nominated WPO / WIO is accused within or connected to the matter in any way, they are obliged to nominate an alternative WPO/WIO who will ensure the matter is addressed without conflict of interest.

Personal work-related grievances are not covered under this policy.

4. REPORTING

4.1. KPC relies on its employees and disclosures to help maintain and grow its culture of honest and ethical behaviour. It is therefore expected that any affiliate who becomes aware of such conduct will make a report.

4.2. Internal reporting

In the first instance, a whistleblower is encouraged to follow normal reporting channels and discussing the matter with their immediate supervisor or manager, if appropriate.

If it is not appropriate to report the matter through normal channels, or if the whistleblower has a reasonable concern about doing so, or if the matter has been previously reported under normal channels but the whistleblower believes appropriate action has not been taken, the whistleblower should select a WPO and contact them directly to discuss the matter and lodge a report.

A whistleblower’s written report should be as complete and detailed as practicable, factually accurate, based on first-hand knowledge without material omission, and be presented in an unbiased fashion. At a minimum, the report should include the following:

  • the exact nature of the alleged wrongdoing believed to have occurred;
  • when the alleged wrongdoing took place, if known;
  • where the alleged wrongdoing took place, if known;
  • who was involved in the alleged wrongdoing; and
  • the names of witnesses who may know information that is relevant to investigating the alleged wrongdoing.

A whistleblower or participant in an investigation who believes they are being victimised or unfavourably treated because of their involvement in the matter should report this to their WPO.

Where the person making a report does not feel comfortable making an internal report, or where an employee has made an internal report but no action has been taken within a reasonable time, the report can be made using the Company’s independent whistleblowing service.

5. PROCESS – CONDUCTING AN INVESTIGATION – INSTRUCTIONS FOR WIOs

The WIO has a responsibility to ensure that all whistleblower reports are investigated objectively by obtaining evidence that either substantiates or refutes the claims made by the whistleblower.

Where appropriate, the subject of the allegations may be stood down from duty pending investigation.

  • Where a person is stood down while an investigation takes place, no inference of wrongdoing or assumed guilt will apply.
  • The investigation will be conducted without bias and the subject/s of the allegation will be given the opportunity to respond.
  • The principles of natural justice will be observed throughout the investigation.

As soon as practicable after the investigation is concluded, the WIO will submit a report to the WPO summarising the facts and conclusions of the investigation (ie whether the wrongdoing was substantiated or unsubstantiated, and other relevant findings in relation to the whistleblower’s intent).

6. PROCESS – SUPPORT AND PROTECTIONS AVAILABLE FOR WHISTLEBLOWERS

WPOs are charged with the responsibility of choosing an appropriate person to investigate the reported allegation. WPOs must ensure that they themselves and their chosen WIO are independent and not connected with the case in any way. WPOs are also charged with the responsibility of managing the outcome of the investigation, which may involve notification to regulatory and/or enforcement agencies, as well as managing any allegations of victimisation of the whistleblower.

A whistleblower will not be subject to any civil, criminal or disciplinary action for making a report that is covered by this policy, or for participating in any subsequent investigation by KPC.

No employee, officer or contractor of KPC may engage in detrimental conduct against a whistleblower who has made or proposes to make a report in accordance with this policy, because of such report or proposed report.

All reasonable steps will be taken to ensure that a whistleblower will not be subject to any form of victimisation, discrimination, harassment, demotion, dismissal or prejudice, because they made a report. However, this Policy will not protect a whistleblower if they are also involved in or connected to the improper conduct or illegal activities that are the subject of a report.

A report can be made anonymously. However, it may be difficult for KPC to investigate or take action to address the matters disclosed in anonymous reports. In circumstances where the whistleblower has not consented to the disclosure of their identity, the matter may be referred for investigation, but the investigator will be required to take reasonable steps to reduce the risk that the whistleblower will be identified as a result of the investigation.

Information about a whistleblower’s identity and information that is likely to lead to the identification of the whistleblower may be disclosed in the following circumstances:

  • Where the information is disclosed to the Australian Federal Police;
  • Where the information is disclosed to a legal practitioner for the purpose of obtaining legal advice in relation to the operation of applicable whistleblowing protection laws;
  • Where the discloser consents; or
  • Where included in the whistleblower report.

All investigations will be conducted in a fair and independent manner and all reasonable efforts will be made to preserve the confidentiality of an investigation. To avoid jeopardising an investigation, a whistleblower who has made a report under this policy is required to keep confidential the fact that a report has been made (subject to any legal requirements)

Where a whistleblower wishes to remain anonymous, the whistleblower’s identity will not be disclosed to the investigator or to any other person. Information that is likely to lead to the  identification of the whistleblower can be disclosed without the discloser’s consent provided that:

  • It is disclosed for the purpose of reasonably investigating the matter; and
  • All reasonable steps are taken to reduce the risk of the whistleblower will be identified.

7. PROCESS – SUPPORT AVAILABLE FOR WHISTLEBLOWERS

Support available for disclosers includes:

  • Appointment of an independent support person by the Managing Director or Company Secretary to deal with ongoing concerns they may have; and
  • Connecting the whistleblower with third party support providers such as Lifeline (13 11 14) and Beyond Blue (1300 22 4636).

8. PROCESS – SUPPORT AVAILABLE FOR WHISTLEBLOWERS

No action will be taken against employees or officers who are implicated in a report under this policy until an investigation has determined whether any allegations against them are substantiated. However, an employee or officer who is implicated may be temporarily stood down on full pay whilst an investigation is in process, or may be temporarily transferred to another office, department or workplace if appropriate in the circumstances. Any such stand down or temporary transfer may only continue for the duration of the investigation. If the investigation determines the allegations are not substantiated, the employee or officer must be immediately be reinstated to full duties.

Any disclosures that implicate an employee or officer must be kept confidential, even if the whistleblower has consented to disclosure of their identity and should only be disclosed to those persons who have need to know the information for the proper performance of their functions under this policy or for the proper investigation of the report. An employee or officer who is implicated in a disclosure has a right to be informed of the allegations against them, and must be given the opportunity to respond to those allegations and provide additional information, if relevant, in the course of an investigation into those allegations.

Support available for persons implicated in a report under this policy includes:

  • Appointment of an independent support person by the Managing Director or Company Secretary to deal with ongoing concerns they may have; and
  • Connecting the whistleblower with third party support providers such as Lifeline (13 11 14) and Beyond Blue (1300 22 4636).

8. BREACH OF THIS POLICY

Any breach of this policy will be taken seriously and may result in counselling and/or disciplinary action, up to and including summary dismissal.