FUJIFILM Business Innovation Australia Whistleblower Policy Version 1.0

FUJIFILM Business Innovation Australia Pty Ltd and the associated companies specified in Section 2.0 (FBAU) are 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 upholding the FUJIFILM Group’s Vision of an “open, fair and clear” corporate culture.

The purpose of this Policy is to outline the requirement and processes for reporting suspected fraud, negligence, default, breach of trust, breach of duty or other improper conduct. The Policy details the various channels available to Disclosers for making such Disclosures, including FBAU’s independent whistleblowing services, and the protections available to Disclosers.

This Policy is important as a whistleblower policy is an important tool to help FBAU identify wrongdoing that may not be uncovered unless there is a safe and secure means for disclosing wrongdoing. FBAU encourages its employees (and non-employees) who are aware of possible wrongdoing to have the confidence to speak up.

The aim of this Policy is to:

  • encourage more Disclosures of wrongdoing;
  • help deter wrongdoing, in line with FBAU’s risk management and governance framework;
  • ensure individuals who disclose wrongdoing can do so safely, securely and with confidence that they will be protected and supported;
  • ensure Disclosures are dealt with appropriately in accordance with Whistleblower Laws and on a timely basis; timely disclosure is an essential feature of effective compliance management and helps to ensure FBAU can deal with any potential issues in a timely and appropriate manner;
  • provide transparency around FBAU’s framework for receiving, handling and investigating Disclosures;
  • support FBAU’s Code of Conduct, values and Compliance Policy; • support FBAU’s long-term sustainability and reputation;
  • meet FBAU’s legal and regulatory obligations, including the Whistleblower Laws; and
  • meet the requirements of ASIC’s Regulatory Guide 270 Whistleblower Policies

Unless expressly stated otherwise, all capitalised terms in the Policy have the meaning given to them in Section 4.0 “Definitions”.

This Policy is applicable to all of FUJIFILM Business Innovation Australia Pty Ltd. It applies to all employees, including secondees, people on work experience and contractors in Australia.

This Policy also applies to the following associated operating entities or subsidiaries of FUJIFILM Business Innovation Australia Pty Ltd:

  • FUJIFILM Leasing Australia Ltd
  • FUJIFILM Upstream Solutions Pty Ltd
  • FUJIFILM Upstream Leasing Pty Ltd
  • FUJIFILM CSG Ltd and
  • FUJIFILM CodeBlue Australia Pty Ltd.

These entities are all collectively referred to in this Policy as “FBAU”. 

 Role Responsibility
Head of Legal and Compliance 
  • The owner of this Policy.
  • Monitors the effectiveness of this Policy.
  • Reviews and manages the investigation of Disclosures made under this Policy.
  • Provides advice to FBAU employees and officers on managing Disclosures and investigations relating to Disclosures.
  • Ensures an annual email is sent to all FBAU employees and officers on an annual basis reminding them of the availability of FBAU’s whistleblower processes.
Head of Risk and Internal Audit  
  • Is nominated under this Policy as a person authorised to review and manage the investigation of Disclosures made under this Policy.
  • Provides advice to FBAU employees and officers on managing Disclosures and investigations relating to Disclosures
 People Leaders
  • Promote a culture of openness and transparency amongst all FBAU employees in identifying and disclosing potential breaches of compliance obligations.
  • Immediately escalate Disclosures received to the Head of Legal and Compliance and Head of Risk and Internal Audit. 
All FBAU Employees
  • Must make timely Disclosures in accordance with this Policy.
The Risk and Internal Audit Committee
  • Acts as a sub-committee of the Board.
  • Provide oversight of the Policy.
  • Authorised to approve changes and amendments to the policy
Table 1: Roles and Responsibilities

  • Breach means an offence or contravention of a compliance obligation.
  • Detrimental Conduct means conduct of the nature described in Section 5.9.
  • Discloser means an individual eligible to make a Disclosure under this Policy as specified in Section 5.1.
  • Disclosure means a matter that may be disclosed under this Policy as specified under Section 5.2.
  • Eligible Recipient means a person that may receive a Disclosure on behalf of FBAU as specified under Section 5.4.
  • FBAP means FUJIFILM Business Innovation Asia Pacific Pte Ltd.
  • Good faith means Disclosures made honestly, with an intention to deal fairly and without an ulterior motive. It does not mean Disclosures that are untrue, malicious, false or contain vexatious allegations.
  • Misconduct means fraud, negligence, default, breach of trust and breach of duty.
  • Qualifying Disclosure means a Disclosure that receives protections under Whistleblower Laws.
  • Regulator means a Commonwealth authority prescribed by the Whistleblower Laws, such as ASIC, APRA or the ATO.
  • Whistleblower Laws means Australian laws that provide for whistleblower protection under Pt 9.4AAA of the Corporations Act 2001 (Corporations Act) and Part IVD of the Taxation Administration Act 1953 (Tax Administration Act) as amended from time to time and any regulations.
  • Whistleblower Service means a whistleblowing service provider authorised by FBAU as an Eligible Recipient as specified in Section 6.

5.1 Who may make a Disclosure?
The following individuals are eligible to make a Disclosure under this Policy (Disclosers):
a) an officer or employee of FBAU (e.g. current and former employees who are permanent, part-time, fixed-term
or temporary, interns, secondees, managers, and directors);
b) a supplier of services or goods to FBAU (whether paid or unpaid), including their employees. For example,
current and former contractors (including agents or dealers), consultants, service providers and business
partners;
c) an associate of FBAU; and
d) a relative, dependant or spouse of an individual in (a) to (c).

5.2 What Disclosures may be made?
FBAU encourages Disclosers to disclose any information they have that the Discloser has reasonable grounds to
suspect (Disclosure) concerns:
• Misconduct or an improper state of affairs or circumstances regarding FBAU or a related body corporate of
FBAU;
• conduct that constitutes a Breach of the laws specified by the Whistleblower Laws;
• conduct that constitutes a Breach of any Commonwealth law that is punishable by imprisonment for a
period of 12 months or more; or
• conduct that indicates a significant risk to public safety or the stability of, or confidence in, the financial
system (even if it does not involve a breach of a particular law).

The Disclosure does not need to include conduct that is a breach of law.
‘Reasonable grounds to suspect’ is based on objective reasonableness of the reasons for the suspicion. In
practice, a mere allegation with no supporting information is unlikely to reach that standard.
Examples of a Disclosure may include (without limitation):
• illegal conduct, such as theft, dealing in, or use of illicit drugs, violence or threatened violence, and criminal
damage against property;
• fraud, money laundering or misappropriation of funds;
• offering or accepting a bribe;
• financial irregularities;
• failure to comply with, or breach of, legal or regulatory requirements; and
• engaging in 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.

5.3 What Disclosures should not be made?
False Disclosures
FBAU discourages intentional false reporting (i.e. a report that is made without Good Faith). Where it is shown that
a person makes a Disclosure without Good Faith, then the making of that Disclosure should be considered a
serious matter and may render the person concerned subject to disciplinary action, which may include, for
employees, dismissal of employment or, for non-employees, termination of the engagement. There may also be
legal consequences if a Discloser makes a knowingly false Disclosure.
No action will be taken against a Discloser who makes a Disclosure in Good Faith:
• if they may have some of, but not all, the details; or
• that cannot be substantiated in a subsequent investigation. A Discloser may qualify for protection even if
their Disclosure turns out to be incorrect.
Work-related Grievances
Disclosures should generally not include any personal work-related grievances or incidents. For example,
• an interpersonal conflict between the Discloser and another employee;
• a decision that does not involve a breach of workplace laws;
• a decision about the engagement, transfer or promotion of the Discloser;
• a decision about the terms and conditions of engagement of the Discloser; or
• a decision to suspend or terminate the engagement of the Discloser, or otherwise to discipline the Discloser.
Personal work-related grievances generally do not qualify for protection under the Whistleblower Laws or this
Policy. Personal work-related grievances must be raised with the People and Culture Business Partner.
In limited circumstances, a personal work-related grievance may amount to a Qualifying Disclosure under this
Policy. For example, where the grievance relates to conduct that has been taken against a person because they made a Disclosure under this Policy or where the grievance also includes information about misconduct. Please refer to Annexure A for additional information.

5.4 How to make a Disclosure?
FBAU recommends Disclosures be made to the Head of Legal and Compliance by emailing shm-fbaulegal@fujifilm.com or the Head of Risk and Internal Audit as FBAU’s preferred Eligible Recipients. Disclosing internally helps to engage the business in determining an appropriate course of action, and also allows immediate
action to be taken to mitigate the risk of any wrongdoing. This approach is also intended to help build confidence
and trust in the whistleblower policy and procedure.
Disclosures may also be made to one of FBAU’s whistleblower services as specified in Section 5.6 (Whistleblower
Service). Each Whistleblower Service is an Eligible Recipient under this Policy.
Whilst it is FBAU’s preference that Disclosures be raised with the Head of Legal and Compliance or the Head of
Risk and Internal Audit or by using a Whistleblower Service to ensure a timely and appropriate response, it is
important to note that under the Whistleblower Laws, Disclosures may also be made to:
• an “officer” or “senior manager” of FBAU as Eligible Recipients. These are defined by the Whistleblower
Laws as “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.” For FBAU, this category would include the Managing
Director or any member of the Executive Leadership Team;
• FBAU’s internal auditors, or to FBAU’s external auditors, KPMG, or to FBAU’s actuary; or
• a Regulator.
When making a Disclosure all known information relevant to the Disclosure should be provided. Some useful
details include:
• date, time and location;
• names of people involved and roles ;
• the relationship of the Discloser with the people involved;
• the general nature of the concern;
• how the Discloser became aware of the issue;
• possible witnesses; and
• other information the Discloser has to support the Disclosure.
If you have any questions or concerns with regards to making a Disclosure, please contact the Head of Legal and
Compliance or the Head of Risk and Internal Audit for further details or assistance. However, if you require legal
advice with respect to your obligations under this Policy or the Whistleblower Laws, then you must contact an
external lawyer (not the FBAU in-house legal team).

5.5 Can Disclosures be made anonymously?
A Disclosure may be submitted anonymously if the Discloser does not wish to disclose their identity. Anonymous
Disclosers will still be entitled to the protections set out in this Policy and under the Whistleblower Laws if the other
requirements for making the Disclosure are complied with. Disclosers may remain anonymous over the course of
the investigation and after any investigation has been finalised. A Discloser may refuse to answer questions that they feel could reveal their identity during follow-up conversations. However, allegations made anonymously can be very difficult to follow up and:
• will prevent FBAU from re-contacting the Discloser confidentially to clarify or confirm information supplied;
• may impact FBAU’s ability to proceed with an investigation - if there are gaps in information supplied that
cannot be clarified directly in confidence with the Discloser;
• will prevent FBAU from updating the Discloser on FBAU’s efforts taken in response to the Disclosure; and
• may affect FBAU's ability to take steps to protect the Discloser from detriment.
If a Discloser wants to maintain complete anonymity when making a Disclosure, FBAU suggests the Discloser:
• submits their Disclosure from a computer not connected to Fujifilm's network;
• if making the Disclosure by phone, call from an unlisted number;
• if submitting an email, use a private email address (e.g. like Gmail or another external email provider) – not
one connected to Fujifilm's network; and
• refrain from telling others that they have filed a Disclosure.
Disclosers who make anonymous Disclosures are encouraged to maintain ongoing two-way communication with
FBAU so that FBAU, where appropriate, can ask follow-up questions and/or provide feedback.
Even if a Discloser does not make the Disclosure on an anonymous basis, the Eligible Recipient receiving the
Disclosure is not permitted to reveal the identity of the Discloser, or information that is likely to lead to the
identification of the Discloser except for in certain circumstances as set out in Section 5.10.

5.6 How to use a Whistleblower Service?
Where making a Disclosure internally is not possible or ineffective, a Disclosure may be made via FBAU’s
whistleblower services.
Deloitte SpeakUp
FBAU’s SpeakUp Service, provided by Deloitte, is an independent whistleblower service staffed by specialists.
Deloitte may provide guidance on whether a reported Disclosure is an issue, however, no legal advice will be
provided.

The service is available 24 hours a day through these channels:
Web: www.whistleblower.deloitte.com.au
Telephone: 1800 173 918
Email: whistleblower@deloitte.com.au
Post: Deloitte Whistleblower Service, Reply paid 12628 A'Beckett Street, Victoria 8006
Fax: +61 3 9691 8182

Although the nature of the concerns received by the SpeakUp service will be shared with FBAU so that appropriate
action may be taken, Deloitte will try and ensure the Discloser’s personal information is not disclosed to FBAU.
Disclosers that prefer for their identity to remain anonymous are given a unique reference number that only they and
Deloitte know.

FUJIFILM Hotline
For employees or officers of FUJIFILM Holdings Corporation Group companies (which includes FBAU) reports of
certain types of events can also be reported confidentially to the FUJIFILM Hotline.

The FUJIFILM Hotline is to be used for the reporting of very serious illegal or unethical practices which may cause
major damage to FUJIFILM or where raising the concern within Australia is insufficient.
The FUJIFILM Hotline is available as follows:
Web: https://ml.helpline.jp/fujifilm-compliance/
ID: fujihotline
Password: fujihelp
When a report is made through the FUJIFILM Hotline, the identity of the Discloser will not be revealed to any other
department or organisation, unless consent is obtained. Details of the report (but not the Discloser’s identity) may
be disclosed to the Corporate Social Responsibility Division of FUJIFILM Holdings Corporation and with FBAU for
the purposes of investigating the matter.

5.7 How will FBAU investigate Disclosures received?
All Disclosures made under this Policy will be investigated. FBAU will assess each Disclosure to determine if it
qualifies for protection and whether a formal, in-depth investigation is required.
The Head of Legal and Compliance and Head of Risk and Internal Audit may appoint a qualified person to assist in
the investigation of a Disclosure.
The investigation will be conducted by qualified persons in a fair and efficient manner, and otherwise as is
reasonable and appropriate having regard to the nature of the Disclosure and the circumstances. It may be
appropriate and, in some cases, necessary to:
• speak to those involved or affected by the Disclosure to ensure they are provided with an opportunity to
respond to the allegation(s);
• obtain the services of an external investigator;
• obtain specialist or independent advice (for example, technical, financial or legal advice); or
• refer the matter to the police where illegal or criminal behaviour may be alleged.

Destruction or concealment of evidence
Employees or contractors who destroy or conceal evidence, or obstruct or delay by any other means the process of
internal investigations (including, but not limited to, the failure to actively cooperate with relevant FBAU personnel
and/or relevant law enforcement agencies as the case may be) will be subject to disciplinary action, which may
include, for employees, dismissal of employment or, for non-employees, termination of the engagement.

Fair treatment of individuals mentioned in a Disclosure
The investigation process outlined in this Policy is also designed to allow fair treatment of any individuals
mentioned in the Disclosure; including:
• Disclosures will be handled confidentially;
• For employees and other persons engaged by FBAU, the opportunity to be 'heard' on, and respond to the
allegations against them before any findings are made against them and the opportunity to have their
responses considered by FBAU and, in appropriate circumstances, investigated;
• There will be a presumption of innocence until the outcome of the investigation is determined. In certain
circumstances, where FBAU decides it is appropriate to do so, it may place any persons affected by the Disclosure on paid leave during part or all of the investigation; and
• The purpose of the investigation is to determine whether there is enough evidence to substantiate the
matters reported by the Disclosure.

Communication with the Discloser
If the Discloser can be contacted (including through anonymous channels), FBAU will provide the Discloser
updates during the following key stages:

• When the investigation process has begun;
• While the investigation is in progress; and
• When the investigation has been finalised.

Updates supplied to a Discloser may, in some cases, need to be limited in order to also preserve the confidentiality
of an investigation and the privacy of those potentially affiliated, named, implicated or associated with the
Disclosure. The frequency and detail of updates supplied (where appropriate) and the initiation or resolution of any
potential subsequent investigation may vary according to the matters reported and the context of the Disclosure.

5.8 What happens after an investigation into a Disclosure?
FBAU will notify the Discloser (unless they have not provided for two-way communication) once an investigation
has been completed. Where claims cannot be substantiated, FBAU reserves the right to deem a Disclosure closed
and notify the Discloser accordingly.
The findings of any investigation into a Disclosure will be recorded in accordance with FBAU’s investigation policies
and will be subject to the record-keeping and confidentiality obligations set out in this Policy. The method for
documenting and reporting the findings will depend on the nature of the Disclosure. Results from any investigations
may be reported to the Risk and Internal Audit Committee, the Board and to regional and global management in
accordance with FUJIFILM’s Communications Matrix in a form that provides that information which is necessary for
oversight of FBAU’s affairs, but which does not reveal the Discloser’s identity, gender or details that may lead to
their identification (unless consent has been given). Where necessary, any final investigation report may be
redacted to protect the Discloser's identity or information that may identify the Discloser.

5.9 What legal protections apply to Disclosers?
FBAU is committed to protecting and respecting the rights of Disclosers. FBAU will not tolerate any detriment or
threats of detriment against any person who has made or who is believed to have made a Disclosure, or against
that person’s colleagues, employer (if a contractor) or relatives (Detrimental Conduct). Under the Whistleblower
Laws, Detrimental Conduct includes, without limitation, any of the following:
• dismissing the employee;
• injuring the employee in their employment, (e.g. not giving an employee legal entitlements such as pay or
leave);
• changing an employee's job to their disadvantage;
• offering a potential employee different (and unfair) terms and conditions for the job, compared to other
employees;
• discriminating between employees to the disadvantage of a whistleblower;
• harassment or intimidation of a person;
• harm or injury to a person, including psychological harm;
• not hiring someone because they have been a whistleblower;
• damage to a person’s property, reputation, business or financial position; or
• any other damage to a person.

Any such Detrimental Conduct in reprisal for a Disclosure made under this Policy will be treated as serious
misconduct and will result in disciplinary action, which may include, for employees, dismissal of employment or, for
non-employees, termination of the engagement.
If a Discloser is implicated in the Disclosure, that person must not be subjected to any actual or threatened
retaliatory action or victimisation in reprisal for making a report under this Policy.
In some circumstances, FBAU may be required to take administrative action to protect Disclosers from Detrimental
Conduct. This kind of administrative action is not Detrimental Conduct. It will also not be Detrimental Conduct
where FBAU is required to manage a Discloser's unsatisfactory work performance in line with FBAU’s performance
management procedures. Where it is appropriate, FBAU will inform the Discloser about the reason for any
administrative or management action.

Additional protections and immunities that Disclosers are entitled to under the Whistleblowing Law (where a
‘Qualifying Disclosure’ is made) are set out in Annexure A. Not all Disclosures under this Policy will be
considered Qualifying Disclosures under the Whistleblower Laws. Disclosers should seek independent legal advice
regarding any protections and immunities under the Whistleblower Laws. Disclosures should take comfort in that
any Qualifying Disclosure made to a legal practitioner, for the purposes of obtaining legal advice or legal
representation about the operation of the Whistleblower Laws, may still be protected under Whistleblower Laws.

5.10 Will the Discloser’s identity be confidential?
Disclosers may make a Disclosure on an anonymous basis, however, as noted in Section 5.5 there are advantages
if a Discloser discloses their identity.
If a Discloser discloses their identity and is an 'eligible whistleblower' who is making a disclosure protected by the
Whistleblower Laws to an Eligible Recipient, the recipient has an obligation to keep the identity confidential. This
includes keeping confidential information which could lead to the disclosure of their identity.
FBAU has the legal right to share a whistleblower’s identity if reasonably necessary to refer an incident to
authorities (such as ASIC, APRA and the Australian Federal Police (AFP)) who may wish to pursue the matter.
Under the Whistleblower Laws, it is also permissible to:
• disclose information regarding the suspected or actual wrongdoing disclosed without revealing the
Discloser’s identity or information that is likely to lead to the identification of the Discloser;
• disclose information other than the Discloser’s identity if it is reasonably necessary for the purposes of the
investigation and all reasonable steps are taken to reduce the risk that the Discloser will be identified;
• disclose the identity of a Discloser, or information likely to lead to their identification to (or between) ASIC,
APRA, AFP or other prescribed body;
• disclose the identity of a Discloser, or information likely to lead to their identification to a legal practitioner
for the purposes of obtaining legal advice or representation; or
• disclose the identity of a Discloser with the consent of the Discloser.
In order to allow proper investigation of the matter, and to provide appropriate support to the Discloser, FBAU may
ask the Discloser to consent to the disclosure of their identity to specific individuals, such as:
• the Head of Legal and Compliance or the Head of Risk and Internal Audit who may then update the
Discloser on their Disclosure (where appropriate) including any action taken in response to their Disclosure;
and
• any other person reasonably necessary for the purposes of investigating matters the subject of the
Disclosure.

Eligible Recipients must not reveal the identity, or information that is likely to lead to identification, of the Discloser
without the written consent of the Discloser or without the express permission from the Head of Legal and
Compliance to make the disclosure. Such action is illegal and may constitute a criminal offence.

When a report is investigated it may be necessary to reveal its substance to people such as other Fujifilm
personnel within FBAP and FUJIFILM Holdings Corporation (which may include senior managers or directors who
have a need to know to take appropriate action, or for corporate governance purposes), external persons involved
in the investigation process and, in appropriate circumstances, law enforcement agencies. At some point in time it
may also be necessary to disclose the fact and the substance of a report to the person who is the subject of the
report. While confidentiality shall be maintained, in some circumstances, the source of the reported issue may be
obvious to a person who is the subject of a report.
Whistleblowers are assured that any information released in breach of this Policy will be regarded seriously.

5.11 What support is available to Disclosers?
FBAU firmly believes that those who reasonably suspect or witness misconduct should be able to report their
suspicions with the confidence that they will be supported, and not punished or discriminated against for making a
Disclosure. FBAU will support Disclosers where they have concerns about Detrimental Conduct or the investigation
process.
To ensure Disclosers are supported both during, and following the making of a Disclosure, FBAU encourages
Disclosers, that are employees, to make use of FBAU’s employment assistance program.
Employee Assistance Program (EAP)
FBAU employees may access FBAU’s confidential EAP as follows:
https://fujifilm0.sharepoint.com/sites/fxap/fxa/central/PCG/HS/SitePages/Employee-Assistance-Program-EAP.aspx.
FBAU’s EAP provider may also be able to assist Disclosers with strategies to minimise and manage stress, time or
performance impacts, or other challenges resulting from a Disclosure or any subsequent investigation.
Although FBAU will endeavour to support all Disclosers, we will not be able to provide the same practical support to
non-employees that FBAU provides to employees. Consequently, the processes in this Policy will be adapted and
applied to the extent reasonably possible.

Raising concerns about actions taken by FBAU
Disclosers should immediately inform the Head of Legal and Compliance and Head of Risk and Internal Audit if
they are concerned that:
• they may be, are being or have been subjected to Detrimental Conduct;
• their identity has been revealed contrary to this Policy; or
• their Disclosure has not been dealt with in line with this Policy.
The Head of Legal and Compliance and Head of Risk and Internal Audit will report your concerns to the Risk and
Internal Audit Committee. If the Risk and Internal Audit Committee is conflicted, the Head of Legal and Compliance
and Head of Risk and Internal Audit will report your concerns to FBAP. Alternatively, Disclosers may raise their
concerns through FBAU’s whistleblower services, with another Eligible Recipient, with a Regulator or may seek
independent legal advice.

5.12 What is my duty as an employee of FBAU?
It is expected that employees and officers of FBAU who have reasonable grounds to suspect a known, suspected
or potential incident that can be reported as a Disclosure will make a report under this Policy. Failure to report may
result in disciplinary action, which may include, for employees, dismissal of employment or, for non-employees,
termination of the engagement.

Please refer to Section 5.2 regarding what Disclosures may be made and what is considered ‘reasonable grounds
to suspect’.

5.13 How is this Policy accessible?
The Head of Legal and Compliance will ensure that this Policy is made available:
• to FBAU employees and officers from FBAU’s intranet and through The Way We Work; and
• for Disclosers outside of FBAU, by publishing this Policy on FBAU’s external website.
The Head of Legal and Compliance will ensure, once every financial year, that a communication is sent to all FBAU
employees and officers reminding them of the availability of FBAU’s whistleblowing processes as outlined in this
Policy.

5.14 How will this Policy be reviewed?
The Head of Legal and Compliance will ensure that this Policy is reviewed once per year by the Risk and Internal
Audit Committee.

Adherence to this Policy document is required at all times. Failure to comply with Policy documents may be determined to be a breach and may result in a range of disciplinary actions, which may include, for employees, dismissal of employment or, for non-employees, termination of the engagement. In the event of a breach occurring, details of how it occurred are to be advised immediately to the Head of Legal and Compliance and the Head of Risk and Internal Audit.
  • Compliance Management Policy
  • FUJIFILM Group Charter for Corporate Behaviour
  • Code of Conduct
  • Anti-Bribery and Corruption Policy
  • Gifts and Benefits Procedure

Annexure A – Additional Protections for Disclosers

The Corporations Act gives special protections to disclosures reported to eligible recipients of information that the eligible whistleblower has reasonable grounds to suspect concerns a ‘disclosable matter’. A disclosable matter includes:
• Misconduct (which includes fraud, negligence, default, breach of trust and breach of duty); or
• an improper state of affairs in relation to FBAU or any related body corporate of FBAU.

In addition to the Eligible Recipients indicated previously, a Disclosure made to 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.
The following are specific examples of conduct where, if you had reasonable grounds to suspect they had occurred, would be a Qualifying Disclosure if reported:
• an offence against or a contravention of the Corporations Act 2001 or the Australian Securities and Investments Commission Act 2001. This would include conduct such as insider dealing and market
manipulation;
• an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more. This would include conduct such as bribery of a Commonwealth Public Official; or
• conduct that represents a substantial risk to public health or safety, the environment or to the stability of, or confidence in, the financial system (even where that conduct does not involve a breach of a particular law).

The Tax Administration Act gives special protections to Disclosures reported to Eligible Recipients of information that the eligible whistleblower has reasonable grounds to suspect concerns misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of FBAU or associate of FBAU. Under the Tax Administration Act, Eligible Recipients also include: registered tax agents of FBAU; employees of FBAU that perform a function or duty internally relating to the tax affairs of FBAU (e.g., an internal accountant); and the Commissioner of Taxation.

'Personal work-related grievances' are excluded from whistleblowing protections. Personal work-related grievances are generally those grievances about any matter in relation to the discloser's employment (or former employment), having (or tending to have) implications for the discloser personally. In some circumstances, a personal work-related grievance may amount to a disclosable matter. For example, this may occur where:
• a personal work-related grievance includes information about misconduct;
• the disclosure relates to the breach of employment or other laws punishable by imprisonment for a period of 12 months or more;
• the personal work-related grievance suggests misconduct beyond the discloser’s personal circumstances;
• the whistleblower suffers from or is threatened with detriment for making a disclosure; or
• the whistleblower makes a disclosure whilst seeking legal advice or legal representation about the operation of the Whistleblower Laws.

If a person (the whistleblower) makes a Qualifying Disclosure under the Whistleblower Laws, the Whistleblower Laws also provides that person with other important protections and immunities from certain legal action. These are as follows:

• the whistleblower will not be subject to civil liability (e.g. breaching a duty of confidence), criminal liability (e.g. prosecution for unlawfully releasing information) or administrative liability (e.g. disciplinary action) for making the disclosure;
• no contractual or other remedy may be enforced, and no contractual or other right may be exercised against the whistleblower for making the disclosure;
• provided that the disclosure is a Qualifying Disclosure under the Whistleblower Laws, the information will be inadmissible in evidence against the whistleblower in criminal proceedings or in proceedings for the imposition of a penalty, other than proceedings in respect of the falsity of the information disclosed by the whistleblower;
• unless the whistleblower has acted unreasonably, a whistleblower cannot be ordered to pay costs in any legal proceedings in relation to a report;
• 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;
• a whistleblower's identity cannot be disclosed to a Court or tribunal except where considered necessary; and
• 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, the Commissioner of Taxation or a lawyer for the purpose of obtaining legal advice or representation in relation to the report.

However, please note that the above protections to whistleblowers under the Whistleblower Laws only apply to the making of Qualifying Disclosures.

The Whistleblower Laws do not protect a whistleblower from liability (whether that be civil, criminal or administrative), or from disciplinary action for conduct of the whistleblower that is revealed by the disclosure and/or for knowingly making false or vexatious reports.

Under the Whistleblower Laws, there are two categories of protected disclosures which will protect whistleblowers who report to a journalist or a member of parliament. Except for these protected disclosures, disclosures to journalists or parliamentarians are not permitted unless expressly authorised by FBAU.

A whistleblower should contact an independent legal adviser before making a public interest disclosure or an emergency disclosure.

A. Public Interest Disclosure - this category allows a whistleblower to make a disclosure to a journalist or parliamentarian if: (1) the whistleblower has previously made a disclosure to ASIC, APRA or any other prescribed Commonwealth authority; (2) at least 90 days have passed since the disclosure was made to ASIC, APRA or any other prescribed Commonwealth authority; (3) the whistleblower does not have reasonable grounds to believe that action is being taken to address the matters to which the previous disclosure related; (4) the whistleblower has reasonable grounds to believe that making a further disclosure of the information would be in the public interest; and (5) following the end of the 90 day period, the whistleblower gives the body to which the previous disclosure was made a written notification that includes sufficient information to identify the previous disclosure and states that the whistleblower intends to make a public interest disclosure.

Emergency Disclosure - this category allows a whistleblower to make a disclosure to a journalist or a parliamentarian if: (1) the whistleblower has previously made a disclosure to ASIC, APRA or any other prescribed Commonwealth authority; (2) the whistleblower 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; and (3) the whistleblower gives the body to which the previous disclosure was made a written notification that includes sufficient information to identify the previous disclosure and states that the whistleblower intends to make an emergency disclosure.

For both Public Interest and Emergency Disclosures, the extent of the information disclosed must be no greater than is necessary to appropriately inform the recipient of the relevant misconduct or substantial imminent danger

Under the Whistleblower Laws, a person may bring civil proceedings for a compensation order or pursue civil penalties even when a criminal prosecution has not been, or cannot be, pursued. This may include circumstances in which a whistleblower (or any other person) suffered loss, damage or injury and FBAU has failed to prevent a person from causing the detriment.

Whistleblowers should seek independent legal advice if they believe they are entitled to compensation or other relief under the Whistleblower Laws.