International lawscreate schemes protecting certain types of persons making qualifying disclosures (“Whistleblower Protection Scheme”).
This Whistleblower Policy sets out when disclosures may qualify for protection under the Whistleblower Protection Scheme.
Sealy International (“Sealy”) is committed to the protection of people who disclose information about illegal or improper conduct, where all Disclosing Persons feel comfortable raising matters that are of legitimate concern.
Sealy recognizes that a whistleblower program is an important element in deterring corrupt, illegal or other undesirable conduct.
This Whistleblower Policy is applicable to Sealy in all locations where it operates and must be considered in conjunction with any legislation specific to the state or country of operation relative to a specific disclosure.
In this policy:
‘Detriment’ includes without limitation:
(a) dismissal of an employee;
(b) injury of an employee in his or her employment;
(c) alteration of an employee’s position or duties to his or her disadvantage;
(d) discrimination between an employee and other employees;
(e) harassment or intimidation of a person;
(f) harm or injury to a person, including psychological harm;
(g) damage to a person’s property, reputation, business or financial position; or
(h) any other damage to a person.
‘Qualifying Disclosure’ means a disclosure qualifying under applicable laws, as summarised in paragraph 5.1 of this Whistleblower Policy.
5.1 A Qualifying Disclosure under the Whistleblower Protection Scheme is when a Disclosing Person makes a disclosure to an Eligible Recipient (or an external disclosure) and the Disclosing Person has reasonable grounds to suspect that the information concerns a Disclosable Matter.
5.2 A Disclosing Person is any current or former:
(a) officer (including a Director) or employee of Sealy;
(b) individual who supplied goods or services to Sealy;
(c) employee of a person that supplies goods or services to Sealy;
(d) individual who is an associate of Sealy; and
(e) any individual who is a relative, spouse or dependant (or the dependant of a spouse) of any of the above persons.
Who is an Eligible Recipient?
5.3 An Eligible Recipient is:
(a) any person authorised by Sealy to receive disclosures that may qualify for protection under the Whistleblower Protection Scheme; or
(b) any auditor (internal or external), or actuary of Sealy; or
(c) a Director or senior manager of any Sealy entity.
What is a Disclosable Matter?
5.4 A “Disclosable Matter” under the Whistleblower Protection Scheme is information that:
(a) concerns misconduct or an improper state of affairs or circumstances in relation to Sealy; or
(b) indicates that Sealy or any of its Directors, officers or employees have engaged in conduct that:
(i) constitutes an offence against any laws of any country; or
(ii) represents a danger to the public or the financial system.
Examples of what may be a Disclosable Matter include a breach of any legal or regulatory requirement or any Sealy Policy, including, for example:
(c) criminal offences;
(d) failure to comply with any legal obligation;
(e) unfair or unethical dealing with a customer, supplier or agent of Sealy;
(f) corrupt or unethical conduct;
(g) human rights abuses;
(h) risk to the health or safety of any person; or
(i) any deliberate concealment relating to any of the above.
5.5 Disclosures that concern personal work-related grievances do not qualify for protection under the Whistleblower Protection Scheme.
5.6 A disclosure will concern a personal work-related grievance of the discloser if the information:
(a) concerns a grievance about any matter in relation to the discloser’s employment, or former employment, having or tending to have implications for the discloser personally; and
(b) does not have significant implications for Sealy; and
(c) does not concern conduct that:
(i) is an offence against another laws of any country; or
(ii) represents a danger to the public or financial system.
5.7 Examples of disclosures regarding personal work-related grievances that may not qualify for protection include:
(a) an interpersonal conflict between the discloser and another employee;
(b) a decision relating to the engagement, transfer or promotion of the discloser;
(c) a decision relating to the terms and conditions of engagement of the discloser; or
(d) a decision to suspend or terminate the engagement of the discloser, or otherwise discipline the discloser.
5.8 A disclosure could qualify for protection if it concerns a personal work- related grievance but also concerns alleged Detriment caused to the discloser (or a threat of Detriment).
5.9 Disclosures about personal-work related grievances that do not qualify for protection under the Whistleblower Protection Scheme will generally be dealt with under Sealy’s Fairness Policy and not as Disclosable Matters.
Making a Disclosure
5.10 Whilst disclosures can be made to any Eligible Recipient, to enable the efficient investigation of the Disclosable Matter, Sealy encourages Disclosing Persons who have reasonable grounds to suspect a Disclosable Matter to make a disclosure by submitting a written report marked “Confidential” to Sealy’s Managing Director and/or General Counsel (who are authorised to receive such disclosures) as follows:
|The Managing Director
1299 Boundary Road,
Wacol QLD 4076
|The General Counsel
1299 Boundary Road,
Wacol Qld 4076
5.11 It is preferred that Disclosing Persons identify themselves when making a disclosure, as this greatly assists the investigation process. However, Disclosing Persons may choose to make their disclosure anonymously. In these circumstances the protections under the Whistleblower Protection Scheme still apply. Ideally, the Disclosing Person should provide sufficient information to allow the matter to be properly investigated and Sealy encourages the Disclosing Person to provide an anonymous email address (if possible) through which additional questions can be asked and information provided.
5.12 Nothing in this Whistleblower Policy restricts the ability of a Disclosing Person to make a disclosure directly to a government agency, authority, or a legal practitioner for the purpose of obtaining legal advice or legal representation (in relation to the Whistleblower Protection Scheme). In certain specific circumstances, disclosures may also be made to journalists and elected representatives and Sealy recommends Disclosing Persons obtain independent legal advice in this regard. These disclosures also qualify for protection under the Whistleblower Protection Scheme.
Investigation of a Disclosable Matter
5.13 Upon receipt of a Qualifying Disclosure, an Eligible Recipient is responsible for ensuring that the matter is investigated as appropriate. This includes:
(a) deciding on the need for an investigation;
(b) appointing an investigation officer; and
(c) receiving timely updates as to the progress and completion of investigations.
5.14 An investigation will generally involve making inquiries and collecting evidence for the purpose of assessing whether the Qualifying Disclosure can be substantiated.
5.15 Sealy employees about whom disclosures are made will generally be given anopportunity to respond to the relevant allegations made in the Qualifying Disclosure.
6.1 A Disclosing Person will not be subject to criminal, civil or administrative liability (including disciplinary action) by Sealy for making a Qualifying Disclosure.
6.2 No contractual or other remedy or right may be enforced or exercised against the Disclosing Person on the basis of the Qualifying Disclosure.
6.3 Disclosing Persons who make some types of Qualifying Disclosures are also provided immunities to ensure that information they disclose is not admissible in evidence against them in criminal proceedings or in proceedings for the imposition of a penalty, other than proceedings in respect of the falsity of the information.
6.4 Except as provided for by 6.3, the fact that someone has made a Qualifying Disclosure does not prevent them from being subject to any civil, criminal or administrative liability for conduct of the person revealed by the disclosure.
6.5 Under the Whistleblower Protection Scheme, Disclosing Persons making a Qualifying Disclosure are protected by the requirement that their identity and information that may lead to their identification, must be kept confidential, subject to relevant exceptions outlined below.
6.6 Exceptions to this are disclosures to a government agency, authority, or a legal practitioner for the purpose of obtaining advice about the application of the Whistleblower Protection Scheme or made with the consent of the eligible whistleblower.
6.7 The Disclosing Person’s identity and information which is likely to lead to the identification of the discloser can also be provided to any a government agency or authority for the purpose of assisting the authority in the performance of its functions or duties. This includes, but is not limited to, the police or authorities in a relevant location.
6.8 It is also permissible to disclose information which could lead to the identification of the discloser if the disclosure is reasonably necessary for the purpose of investigating the matter, if all reasonable steps are taken to reduce the risk that the discloser will be identified as a result of the information being disclosed.
6.9 Breach of these confidentiality protections regarding the discloser’s identity and information likely to lead to the identification of the discloser is a criminal offence and may be the subject of criminal, civil and disciplinary proceedings.
6.10 All Eligible Recipients must ensure that all information disclosed under this Policy is kept secure.
Prevention of Detriment
6.11 Disclosing Persons are protected under the Whistleblower Protection Scheme from victimisation and suffering any Detriment by reason of the Qualifying Disclosure. It is unlawful for a person to engage in conduct against another person that causes, or will cause Detriment in circumstances where the person believes or suspects that the other person or any other person made, may have made, proposes to make or could make a Qualifying Disclosure, including making threats of Detriment.
6.12 Employees of Sealy found to have engaged in detrimental conduct on this basis will be subject to disciplinary action. Any person that engages in detrimental conduct may also be subject to civil and criminal liability (including imprisonment) under the Whistleblower Protection Scheme.
6.13 Where appropriate, Sealy will take all action deemed appropriate to safeguard the interests of the Disclosing Person and to ensure they are protected from Detriment for making a Qualifying Disclosure.
6.14 If any person becomes aware of detrimental conduct occurring, they should report this to Sealy’s Managing Director and/or Sealy’s General Counsel.
7.1 If a Disclosing Person becomes concerned about possible illegal, unethical or otherwise improper conduct that they think is not being properly handled within Sealy, it is critical that they take steps to advise Sealy through this Whistleblower Policy.
7.2 Sealy will take all reasonable steps to investigate disclosures and communicate its findings to a discloser.
Reporting and Training Obligations
7.3 In addition to the obligations outlined elsewhere in this Whistleblower Policy, the General Counsel must report to the Sealy Board of Directors on at least an annual basis, and otherwise as necessary in relation to all material Whistleblowing matters.
7.4 Sealy will provide training and updates on a regular basis to ensure that all relevant personnel’s knowledge in relation to Whistleblower related laws and regulations remains current.
Interpretation of this Policy
7.5 Any questions in relation to the interpretation of this Whistleblower Policy should be forwarded to Sealy’s General Counsel.
8.1 A breach of the protections provided under the Whistleblower Protection Scheme will be treated as a serious disciplinary matter.
8.2 Any deliberately false disclosures under this Whistleblower Policy will be treated as a serious disciplinary matter.
9.1 A summary guide to the operation of this Whistleblower Policy is contained in Attachment “A” and will be adopted as part of the implementation of this Policy.
Review and Updates
9.2 This Whistleblower Policy will be routinely reviewed and updated as required by law.
9.3 This Whistleblower Policy is published on Sealy’s websites and a copy provided to all Sealy employees.