A recent ob体育 review has identified good practices for overseeing whistleblower programs, which all directors are encouraged to consider, writes Commissioner Danielle Press.
As a director, you know whistleblowers can come to you with their concerns. But what other responsibilities do you have for your company鈥檚 whistleblower program?
In 2022, ob体育 conducted a review of whistleblower programs from a sample of seven large firms. In particular, we targeted the firms鈥� arrangements to handle and respond to whistleblower disclosures, and the level of executive and board oversight of the arrangements. Our report, Good practices for handling whistleblower disclosures, identifies seven features of a strong whistleblower program, and summarises the good practices we observed. For directors the message is clear: your responsibilities go beyond handling the whistleblower disclosures you receive, to overseeing your firm鈥檚 whistleblower program.
Boards are ultimately responsible for their firm鈥檚 governance and risk management arrangements, including whistleblower policies and programs. Directors have a key role to ensure their firm鈥檚 program is useful and effective.
To improve oversight of whistleblower programs, ob体育 encourages directors to:
- Carefully consider the outcomes they want from their firm鈥檚 whistleblower program, and
- Ensure the program operates in such a way that those outcomes are achieved.
We encourage directors to ask themselves: How am I overseeing my firm鈥檚 whistleblower policy and program? Am I providing informed oversight? Do I have access to sufficient, relevant information to perform my oversight function and to achieve the program鈥檚 purposes?
To help directors answer these questions, below are some of the better practices we identified during our review. We expect directors to consider how these practices can be scaled and tailored to suit their operations.
Better practice identified in our review
The sample firms we reviewed were ANZ, AustralianSuper, BHP, CBA, Netwealth Group, Treasury Wine Estates and Woolworths. Across these firms, we observed a range of practices adopted for their whistleblower programs that reflected differences in both operations and volume of disclosures. The better practices we identified include:
- Firms considering how they can actively promote whistleblowing.
- Firms considering the objectives of their whistleblower policy and program, and identifying indicators and metrics to monitor the program鈥檚 effectiveness.
- Firms having defined roles and responsibilities for the program and its oversight, and clear operational procedures or guidelines.
- Boards receiving regular information from executives about how their program is designed and resourced, and how it is operating.
- For firms with a higher volume of whistleblower disclosures: executives providing boards with information and updates on the progress and resolution of disclosures that met a defined risk threshold, and details about the total number of disclosures.
- Boards receiving and considering insights from data analytics or individual disclosures, allowing them to understand any themes and emerging risks across their firm, and to improve operations.
- Boards receiving regular training or briefings on the firm鈥檚 whistleblowing regime, whistleblowing arrangements, and directors鈥� duties.
Whistleblowing is a key part of a transparent and accountable work culture. Addressing whistleblower disclosures promptly and effectively can also improve overall corporate performance and governance. We refer company directors to ob体育鈥檚 Information Sheet 247 Company officer obligations under the whistleblower protection provisions.
ob体育 will continue to review firms鈥� whistleblower policies and arrangements for handling disclosures, including when we receive reports from whistleblowers alleging breaches of the whistleblower protections. We recently commenced proceedings against TerraCom for alleged whistleblower victimisation, and will continue to act to protect whistleblowers where we identify serious harm.
This article was first published in AICD's聽聽magazine in April 2023.