Patties Foods Policies & Procedures

At Patties Foods, doing ‘what is right’ means we are committed to ethical sourcing and ethical ingredients. We procure ‘Australian First’ wherever possible, and can proudly say the beef, poultry, eggs, dairy, flour, sugar and fresh vegetables in our Australian made products also support Australian primary producers.

In 2019 we rolled out an Ethical Sourcing Policy across the business, which requires our suppliers to confirm they will meet our expectations regarding modern slavery and human rights, environmental protection, sustainable packaging, business integrity, and animal welfare.

Each of Patties Foods’ Australian manufacturing sites holds SEDEX membership, and is regularly audited against the four pillars of ethical supply chains – labour standards, health and safety, environmental impact, and ethics.

CLAUSE

1. Whistleblower policy statement……………………………………………………………………………………………….. 1

2. What can be reported under this whistleblower policy? ………………………………………………………………. 2

3. What should not be reported under this whistleblower policy? ……………………………………………………… 4

4. Who can make a disclosure under this whistleblower policy? ………………………………………………………. 4

5. Roles and responsibilities ………………………………………………………………………………………………………. 5

6. How to make a whistleblowing disclosure? ……………………………………………………………………………….. 7

7. Confidentiality of a whistleblower’s identity ……………………………………………………………………………….. 9

8. Investigation of disclosures …………………………………………………………………………………………………… 10

9. Fair treatment of persons named in a disclosure ……………………………………………………………………… 12

10. Protection against detrimental conduct……………………………………………………………………………………. 12

11. Other protections available to whistleblowers …………………………………………………………………………… 14

12. Breaches of this whistleblower policy ……………………………………………………………………………………… 14

13. Communication and awareness of this whistleblower policy ……………………………………………………….. 14

SCHEDULES

Schedule 1 When does a disclosure qualify for protection under the Corporations Law, and what

protections and immunities are available? …………………………………………………………………….16

Schedule 2 When does a disclosure qualify for protection under the Tax Act, and what protections and immunities are available? …………………………………………………………………………………………………….. 20

Schedule 3 Statutes a whistleblower may suspect have been contravened for the purpose of a

Disclosable Matter …………………………………………………………………………………………………………………….. 24

Schedule 4 Contact details for external recipients of disclosures that do not relate to the tax affairs of Patties Foods Group ………………………………………………………………………………………………………………. 25

Schedule 5 Contact details for external recipients of disclosure that relate to the tax affairs of Patties

Foods Group ……………………………………………………………………………………………………….26

Whistleblower policy statement

1.1 The Patties Foods Group (comprising Patties Foods Pty Ltd, Australasian Foods Pakenham Pty Ltd, Boscastle Pastries and Foods Pty Ltd, Australian Wholefoods Pty Ltd, Leader Products, and all related companies) is committed to ensuring the highest standards of integrity and promoting a culture of honest and ethical behaviour, corporate compliance and good corporate governance. As part of this commitment, the Patties Foods Group recognises the need to have robust procedures in place to ensure people can report instances of suspected unethical, illegal, fraudulent or undesirable conduct by the Patties Foods Group or its officers, employees or agents, and to ensure that anyone who does report such behaviour can do so without fear of reprisal, discrimination, intimidation or victimisation.

1.2 The purpose of this whistleblower policy is to:

(a) Help deter wrongdoing by creating a safe space and clear process for disclosures of wrongdoing to the Patties Foods Group.

(b) Set out how people to whom this whistleblower policy applies, can report matters and how those matters will be investigated.

(c) Provide transparency around the Patties Foods Group’s framework for receiving, handling and investigating disclosures.

(d) Describe the protections available where the disclosures are made in accordance with Part 9.4AAA of the Corporations Act 2001 (Cth) (Corporations Law) or Part IVD of the Taxation Administration Act 1953 (Cth) (Tax Act).

1.3 A person making an eligible disclosure under this whistleblower policy is referred to as a whistleblower.

1.4 This whistleblower policy applies to:

(a) All employees of any Patties Foods Group company, whether permanent or casual, full-time or ongoing, trainees or apprentices.

(b) Volunteers, work experience placements and members of the public or customers.

(c) Entities or persons providing goods and services to a Patties Foods Group company, whether through a company, partnership, sole trader or labour hire arrangement.

(d) Individuals identified as eligible whistleblowers in section 4.

1.5 This whistleblower policy does not form part of any employee’s contract of employment and the Patties Foods Group may amend it at any time.

2. What can be reported under this whistleblower policy?

2.1 Eligible whistleblowers should make a disclosure under this whistleblower policy if they have reasonable grounds to suspect1 that conduct, or a state of affairs exists, in relation to the Patties Foods Group that is any of the following:

(a) Misconduct, or an improper state of affairs or circumstances, in relation to Patties Foods Group.

(b) Misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of Patties Foods Group, and where they consider the information may assist the recipient to perform functions and duties in relation to the tax affairs of Patties Foods Group.

(c) In contravention of any law administered by Australian Securities and Investments Commission (ASIC) (see Schedule 3 for a list of these laws).

1 NB. A mere allegation with no supporting information is not likely to constitute reasonable grounds for suspicion.

(d) Conduct that represents a danger to the public or the financial system (even if this conduct does not involve a breach of a particular law).

(e) Conduct that is an offence against any law of the Commonwealth, where the offence is punishable by imprisonment for a period of 12 months or more.

(Collectively referred to as Disclosable Matters2.)

2.2 Disclosable Matters include conduct that either:

(a) May or may not definitively involve a contravention of any law;

(b) May include conduct that indicates a systemic issue in Patties Foods Group;

(c) Relates to dishonest or unethical behaviour and practices;

(d) May relate to business behaviour and practices that may cause consumer harm; or

(e) Is an exception to an excluded personal work-related grievance as defined in section 3.3.

2.3 Examples of the sort of conduct that should be disclosed under this whistleblower policy would include conduct that is:

(a) Fraudulent or corrupt, such as money laundering or misappropriation of funds.

(b) In breach of Corporations Law, such as:

(i) insolvent trading;

(ii) failure to keep accurate financial records;

(iii) falsification of accounts;

(iv) failure of a director, or another officer, to act with the care and diligence a reasonable person would exercise, or to act in good faith in the best interests of the corporation, or to give notice of any material personal interest relating to the affairs of the Patties Foods Group.

(c) Illegal, such as theft, the sale or use of prohibited substances.

(d) Unethical, such as acting dishonestly, altering records without cause or permission, making false entries in records, engaging in questionable financial practices, offering or accepting a bribe.

(e) Contrary to, or a serious breach of, codes and practices (including work practices) of the Patties Foods Group.

(f) Potentially damaging to Patties Foods Group, including conduct that may cause financial or non-financial loss to Patties Foods Group, or is otherwise detrimental to its interests.

(g) 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 under this whistleblower policy.

3. What should not be reported under this whistleblower policy?

3.1 Subject to the exceptions below, a Disclosable Matter does not include a personal work-related grievance, which concerns a grievance in relation to a whistleblower’s employment, or former employment, with the Patties Foods Group that has implications for the whistleblower personally.

3.2 Examples of a personal work-related grievance include complaints an employee, or former employee, may hold concerning:

(a) The terms and conditions of their employment.

(b) An interpersonal conflict with another employee.

(c) Any disciplinary or performance management process.

(d) The termination of their employment.

Personal work-related grievances should be reported under the relevant workplace policy of Patties Foods Group.

3.3 However, a personal work-related grievance that has significant implications for Patties Foods Group, and wider ramifications than for the whistleblower personally, may be appropriate to disclose under this whistleblower policy as a Disclosable Matter. Similarly, where the grievance relates to detrimental conduct suffered by the whistleblower because of making a previous whistleblower disclosure, or seeking legal advice about whistleblower protections, the matter should be reported under this whistleblower policy as a Disclosable Matter (see section 10).

3.4 Without limiting the types of matters, examples of personal work-related grievances that could be reported as a Disclosable Matter under this whistleblower policy might include:

(a) Where the matter suggests a behaviour or conduct extending beyond the individual’s personal circumstances, for instance an individual claim of bullying has indicated that there may be a more general culture of bullying or harassment within Patties Foods Group.

(b) Mixed reports, for instance where a concern regarding corporate misconduct or wrongdoing is accompanied by a personal work-related grievance, or a personal work-related grievance includes information about corporate misconduct or wrongdoing.

(c) Patties Foods Group, or its officers or agents, has breached an employment (or other) law punishable by more than 12 months imprisonment, or has engaged in conduct that represents a danger to the public.

(d) Complaints that the discloser suffers from or is threatened with detriment for making a disclosure.

4. Who can make a disclosure under this whistleblower policy?

4.1 The following individuals can make reports of Disclosable Matters:

(a) An eligible whistleblower – who is an individual who is, or has been, any of the following in relation to Patties Foods Group:

(i) an officer, director or senior manager;

(ii) a permanent, temporary, casual, part-time or full-time employee;

(iii) a worker on secondment or supplied by an agency;

(iv) a trainee and apprentice;

(v) suppliers of services or goods to Patties Foods Group, such as contractors, consultants, service providers and business partners;

(vi) a spouse, relative or dependant of an individual referred to in this section.

(b) (see the full definition of eligible whistleblowers in Schedule 1 for the purposes of the Corporations Law, and the definition in Schedule 2 for the purposes of the Tax Act).

4.2 All persons who make a disclosure of information relating to a Disclosable Matter, whether an eligible whistleblower or not, will:

(a) Have their identity protected by Patties Foods Group, in accordance with section 7.

(b) Be protected from detrimental conduct, in accordance with section 10.

4.3 In addition to the protections outlined in section 4.2 above, an eligible whistleblower may also qualify for protections available under the Corporations Law and the Tax Act if they make a disclosure that qualifies for protection under those statutes (see Schedule 1 and Schedule 2 for when a disclosure qualifies for protection, and the protections available, under the Corporations Law and Tax Act).

5. Roles and responsibilities

5.1 Patties Foods Group’s Directors have ultimate responsibility for:

(a) Ensuring this whistleblower policy complies with Patties Foods Group’s legal and ethical obligations, and that all those under its control comply with it.

(b) Where relevant, determining how a matter reported under this whistleblower policy will be managed, including seeking legal advice on Patties Foods Group’s statutory or other legal obligations arising from a disclosure made under this whistleblower policy, or the application of this whistleblower policy, and notifying an external regulator or law enforcement agency.

(c) Acting on any findings of wrongdoing that have been investigated and substantiated.

5.2 The Patties Foods Group’s Whistleblower Officer (which is the Patties Foods Group’s Legal Counsel) has primary and day-to-day responsibility for:

(a) Implementing this whistleblower policy and dealing with any queries about it.

(b) Assessing disclosures made under this whistleblower policy and their management, including:

(i) subject to any permissions from the whistleblower, ensuring a whistleblower’s identity is kept confidential;

(ii) notifying the Directors where a disclosure is sufficiently serious;

(iii) seeking legal advice, where necessary, arising from a disclosure made under this whistleblower policy;

(iv) assessing the risk of any detrimental conduct to a whistleblower, or other person, due to a disclosure made under this whistleblower policy, and ensuring the implementation of appropriate safeguards;

(v) determining whether a disclosure under this whistleblower policy will be investigated, and the scope and conduct of that investigation;

(vi) notifying HR in circumstances where, if the disclosure was proven, there could be disciplinary consequences for an employee of Patties Foods Group;

(vii) where a whistleblower has consented to their identity being shared with the Whistleblower Officer, liaising with the whistleblower to obtain any necessary information, including any concerns the whistleblower holds in respect of victimisation or retaliation, and providing updates to the whistleblower on the management of their report.

(c) Whistleblower Officers are also Designated Disclosure Officers, who are authorised to receive disclosures from whistleblowers.

5.3 The Patties Foods Group’s Legal Counsel (including external legal counsel, where applicable) is, where requested by the Directors or Whistleblower Officer, responsible for the provision of legal advice to the Patties Foods Group in respect of any matters arising under this whistleblower policy.

5.4 Designated Disclosure Officers (see section 6.1 for the specific list of DDOs), are responsible for:

(a) Receiving disclosures from whistleblowers.

(b) Seeking to obtain further information from the whistleblower that:

(i) where appropriate, assists Patties Foods Group investigate the disclosure effectively; and

(ii) confirms whether the whistleblower holds any concern of victimisation or retaliation for themselves, or another person, due to making the report, and any assistance or support they may require.

(c) Subject to any permissions from the whistleblower, ensuring the whistleblower’s identity is kept confidential.

(d) Disclosing any conflict of interest they may have in respect of a disclosure.

(e) Ensuring whistleblowers have access to this whistleblower policy, is aware of the whistleblower protections in the Corporations Law or Tax Act as relevant, and the support available from Patties Foods Group.

(f) Explaining the next steps they will take in handling the disclosure, including:

(i) registering the disclosure with the Whistleblower Officer (ensuring confidentiality of the whistleblower’s identity where consent to disclose their identity to the Whistleblower Officer has not been given by the whistleblower); and

(ii) escalating the matter to Directors in appropriate cases.

5.5 An Investigator, appointed by the Whistleblower Officer/Legal Counsel, will have responsibility for:

(a) Conducting a:

(i) confidential and privileged factual investigation of the disclosure for the purpose of providing the Patties Foods Group with legal advice; or

(ii) conducting a confidential factual investigation of the disclosure, including gathering evidence, interviewing witnesses, communicating with the whistleblower where they have consented to providing their identity to the Investigator, seeking assistance from internal and external consultants, and providing an investigation report with the Investigators findings to the Directors or Whistleblower Officer.

5.6 The Chief Executive Officer and Chief Financial Officer have overall responsibility for any disciplinary process that is triggered by a disclosure under this whistleblower policy that, if established, leads to an allegation of misconduct or serious misconduct against an employee of Patties Foods Group, or where a report involves a personal work-related grievance (as defined in section 3.1).

5.7 The Group Financial Controller has responsibility for:

(a) Periodically reviewing that any recommendations made from investigations into disclosures made under this whistleblower policy are implemented by the Patties Foods Group as required.

(b) Analysing trends from, and matters reported in, disclosures and providing recommendations to the Directors on future audit activity by Patties Foods Group.

5.8 All employees of the Patties Foods Group are required, and all other persons eligible to make disclosures under this whistleblower policy are strongly encouraged, to report under this whistleblower policy if they reasonably suspect that conduct, or a state of affairs exists, in relation to the Patties Foods Group that is a Disclosable Matter.

5.9 All persons involved in whistleblowing disclosures or investigations are required to:

(a) Subject to a claim of privilege or self-incrimination, cooperate with an Investigator (see section 5.5), including by providing relevant documents and information or answering questions during the conduct of any investigation under this whistleblower policy.

(b) Strictly maintain the confidentiality of a whistleblower’s identity, whether they obtain that information directly or indirectly, in accordance with section 7.

(c) Refrain from committing, or threatening to commit, any act of detrimental conduct to a whistleblower, or any other person, because they believe or suspect that the whistleblower, or another person, has made, may have made, proposes to make, or could make a disclosure that qualifies for protection under the Corporations Law or Tax Act, in accordance with section 10.

6. How to make a whistleblowing disclosure?

6.1 Disclosable Matters should be reported to any member of ELT, or preferably one of the following persons who have been authorised by the Patties Foods Group’s Directors to receive disclosures,

and trained about the operation of this policy (collectively, referred to as Designated Disclosure Officers):

(a) Whistleblowing Officer (Patties Foods’ in house Legal Counsel); (b) Chief Financial Officer.

6.2 Whistleblowers can report Disclosable Matters to a Designated Disclosure Officer using the contact details below:

(a) E: legal@patties.com.au; M: 0416 813 122

(b) E: shammer@patties.com.au; M: 0408 373 730

6.3 Wherever possible, to assist the Patties Foods Group handle a disclosure made under this whistleblower policy appropriately, the following information about a Disclosable Matter should be provided to the Designated Disclosure Officer in a clear and factual way:

(a) The whistleblower’s full name, address and preferred contact details. While there is no requirement for a whistleblower to provide these details, and disclosures can be made anonymously (see section 6.5), if comfortable doing so this information greatly assists the Patties Foods Group to investigate the Disclosable Matter and provide the whistleblower with appropriate protections from any detrimental conduct.

(b) The entity, division or department which the Disclosable Matter relates to.

(c) The nature of the alleged wrongdoing including, where relevant, details of the person believed to have committed the wrongdoing, or is aware of, or involved in, the wrongdoing.

(d) When and where the wrongdoing occurred.

(e) Anyone else who may verify the claim, or possible witnesses.

(f) If the whistleblower is concerned about any possible victimisation or acts of reprisal for reporting the matter, or have been subject to detrimental conduct for a previous report of a Disclosable Matter, and any assistance or support sought from Patties Foods Group.

(g) Any supporting evidence (for instance, emails, documents, text messages, file notes, photos).

6.4 Whistleblowers can also report Disclosable Matters by:

(a) Writing a report, preferably addressing the matters raised in section 6.3, and mailing it to Patties Foods Pty Ltd, PO Box 115, Dingley, 3172 – where it will be forwarded on to the Whistleblower Officer.

(b) Where relevant, raising it directly with:

(i) Patties Foods Group’s appointed auditor;

(ii) ASIC Office of the Whistleblower;

(iii) The Commissioner of Taxation

(see Schedule 5 for contact details for entities listed above); or

(iv) in limited circumstances involving an emergency or public interest disclosure (see Schedule 1), to the media or a Member of Parliament.

6.5 Anonymous Disclosures. Disclosures of Disclosable Matters can be made anonymously and still attract the protections offered under the Corporations Act, and a whistleblower may choose to remain anonymous, including during any investigation into the disclosure. If the disclosure is not made anonymously, or an anonymous whistleblower consents to limited disclosure of their identity (for instance, to the Whistleblower Officer and an Investigator), the Patties Foods Group will take all reasonable steps to ensure that the whistleblower’s identity remains confidential in accordance with section 7 and, where applicable, Schedule 1 or Schedule 2. A whistleblower who provides their identity when making a disclosure under this whistleblower policy:

(a) Can expect the Patties Foods Group to provide the whistleblower with appropriate protection and support (see section 10).

(b) Enables any Investigator appointed to investigate the matter with an opportunity to clarify or seek further information from the whistleblower. Without further information, the Patties Foods Group may be unable to investigate the report (see section 8).

7. Confidentiality of a whistleblower’s identity

7.1 Where a disclosure received under this whistleblower policy is:

(a) A protected disclosure under the Corporations Law or the Tax Act, the confidentiality of a whistleblower’s identity is protected under the whistleblower protection regimes in those statutes, which include statutory sanctions and remedies where confidentiality is breached (see Schedule 1 and Schedule 2).

(b) Not a protected disclosure under the Corporations Law or the Tax Act, including where the whistleblower is not an eligible whistleblower, the Patties Foods Group will use its best endeavours to not disclose the identity of the whistleblower, in accordance with this policy.

7.2 the Patties Foods Group will take the following steps to ensure the confidentiality of the identity of an eligible whistleblower’s identity:

(a) The person receiving the disclosure will seek permission from the whistleblower to share their identity with the Whistleblower Officer, and a restricted number of persons who may be involved in managing or investigating the disclosure. Only the Whistleblowing Officer, and persons who have been both authorised by the whistleblower and are directly involved in handling and investigating the disclosure, will be made aware of the whistleblower’s identity (subject to the whistleblower’s consent) or information that is likely to lead to the identification of the whistleblower.

(b) Where a whistleblower does not give their permission to share their identity, or share their identity with particular persons involved in managing or investigating the disclosure, for instance with an appointed Investigator, the person receiving the disclosure will disclose the information contained in the disclosure only if:

(i) the information does not disclose the whistleblower’s identity;

(ii) they have taken all reasonable steps to reduce the risk that the whistleblower will be identified from the information; and

(iii) it is reasonably necessary for investigating the issues raised in the disclosure.

(c) Information relating to the disclosure will be stored confidentially and securely and only available for access by the Whistleblower Officer and others involved in receiving, managing and investigating the disclosure.

7.3 Whistleblowers making a disclosure under this whistleblower policy should be aware that people may be able to guess or establish their identity where they:

(a) Have mentioned to other people they are considering making a disclosure.

(b) Have complained or raised concerns with other people about the subject matter of the disclosure.

(c) Are one of a very small number of people with access to the information the subject of the disclosure.

(d) Are disclosing information that has been told to them privately and in confidence.

8. Investigation of disclosures

8.1 After receiving a disclosure from a whistleblower under this whistleblower policy, the Designated Disclosure Officer will:

(a) Take all reasonable steps to ensure the whistleblower’s identity is kept confidential, subject to any permissions given by the whistleblower (see section 7).

(b) Notify the Whistleblower Officer or the Directors of the disclosure. In doing so, unless the whistleblower has given their consent to disclose their identity, the recipient will not disclose information contained in the whistleblower’s disclosure to the Whistleblower Officer or the Directors unless:

(i) the information does not include the whistleblower’s identity;

(ii) they have taken all reasonable steps to reduce the risk of the whistleblower being identified from the information (such as removing the whistleblower’s name, position title or number, and other identifying details); and

(iii) it is reasonably necessary for investigating the issues raised in the disclosure.

(c) Where the whistleblower has provided their contact details, update the whistleblower that the matter has been confidentially referred to the Whistleblower Officer or the Directors for assessment of next steps.

8.2 The Whistleblower Officer will, as soon as practicable, assess all matters notified to them under this whistleblower policy and:

(a) Determine whether the disclosure:

(i) falls within the scope of this whistleblower policy, or whether it is more appropriately managed under another workplace policy;

(ii) triggers a requirement for the Patties Foods Group to seek legal advice in respect of its legal obligations, including the conduct of a factual investigation into the disclosure to assist in the provision of that advice; and

(iii) should be investigated, and by whom.

(b) Assess the risk of any detrimental conduct to the whistleblower, or any other person, because the disclosure has been made.

(c) Determine whether the disclosure is sufficiently serious to notify:

(i) the Directors; and

(ii) in consultation with the Directors, an external entity including a regulator or law enforcement agency (the Whistleblower Officer may disclose the identity of a whistleblower to ASIC, or a member of the Australian Federal Police).

8.3 Where the Whistleblower Officer or Directors determine the matter should be investigated, the investigation process will depend on the nature of the matter being investigated, including that a factual investigation of the matter will be conducted under legal professional privilege to assist a legal practitioner to provide the Patties Foods Group with legal advice.

8.4 The object of an investigation into a disclosure is to determine whether there is enough evidence to substantiate or refute the matters reported. Where an investigation is deemed necessary, the Whistleblower Officer or Directors will either:

(a) Determine the nature and scope of the investigation, including:

(i) the person within or external to the Patties Foods Group who will lead the investigation;

(ii) the nature of any technical, financial or specialist advice that may be required to support the investigation;

(iii) the timeframe for the investigation; and

(iv) where the whistleblower has provided their identity to the Whistleblower Officer, seeking consent for their identity to be revealed to the appointed Investigator.

(b) Request the provision of confidential and privileged legal advice to Patties Foods Group, including the conduct of a factual investigation to support the provision of that advice, from a qualified legal practitioner.

8.5 Depending on the extent of the whistleblower’s consent to disclosing their identity, the Whistleblower Officer, Directors, appointed Investigator (including a legal adviser to Patties Foods Group), or the recipient of the disclosure may contact the whistleblower for further information.

8.6 If the disclosure was made anonymously, and the whistleblower:

(a) Has not maintained two-way communication with Patties Foods Group, the assessment in section 8.2 or section Error! Reference source not found., and any decision to undertake

an investigation, and the conduct of any investigation, will be based on the information provided by the whistleblower.

(b) Has maintained two-way communication with Patties Foods Group, the whistleblower can refuse to answer questions they feel could reveal their identity at any time, including during any follow-up conversation about, or investigation into, the disclosure.

8.7 An Investigator appointed under section 8.4(a), will document the nature and scope of their investigation and findings in a report, maintaining confidentiality in accordance with section 7. The report will be provided to the Whistleblower Officer and/or the Directors who will provide feedback, where appropriate, to the whistleblower regarding the progress and outcome of, and actions arising from, any investigation.

8.8 The Patties Foods Group will ensure all records forming part of an investigation will be kept confidential and stored securely in accordance with Patties Foods Group’s confidentiality obligations under section 7, and the CA 2001 or TAA 1953 as appropriate (see Schedule 1 and Schedule 2).

9. Fair treatment of persons named in a disclosure

9.1 the Patties Foods Group will ensure the fair treatment of employees mentioned in a disclosure made under this whistleblower policy. the Patties Foods Group will:

(a) To the extent that it is practical and appropriate in the circumstances, handle all disclosures confidentially.

(b) Assess each disclosure on its merits and investigate as appropriate, in accordance with section 7.

(c) Advise an employee who is the subject of a disclosure as and when required by principles of natural justice and procedural fairness, and where appropriate having regard to the nature of the disclosure, prior to:

(i) any external actions being taken, such as referring the disclosure to a regulator or law enforcement agency; and

(ii) commencing a formal investigation.

(d) Advise when conduct raised in a disclosure, if proven, could lead to allegations of misconduct being made against an employee the subject of a disclosure, leading to possible disciplinary consequences, including termination of employment.

(e) Provide details of the persons who can be contacted with issues, queries and concerns, in accordance with section Error! Reference source not found..

(f) Advise the outcome of any investigation into the disclosure, in accordance with section 7, however, will not provide a copy of the investigation report or associated material.

10. Protection against detrimental conduct

10.1 A person cannot:

(a) Engage in conduct that causes detriment to a whistleblower, or another person, if:

(i) the person believes or suspects that the whistleblower (or another person) made, may have made, proposes to make, or could make, a disclosure that qualifies for protection under the Corporations Law or Tax Act (see Schedule 1 and Schedule 2); and

(ii) the belief or suspicion is the reason, or part of the reason, for the conduct.

(b) Threaten to cause detriment to a whistleblower (or another person) in relation to a disclosure that qualifies for protection under the Corporations Law or Tax Act (see Schedule 1 and Schedule 2). A threat may be implied, or conditional, or unconditional.

10.2 Examples of detrimental conduct might include:

(a) Dismissal of an employee.

(b) Injury of an employee in their employment.

(c) Alteration of an employee’s position or duties to their disadvantage.

(d) Discrimination between an employee and another employee of the same employer.

(e) Harassment or intimidation of a person.

(f) Harm or injury to a person, including psychological harm.

(g) Damage to a person’s property.

(h) Damage to a person’s reputation.

(i) Damage to a person’s business or financial position.

(j) Any other damage to a person.

10.3 As soon as possible after receiving notification of a disclosure under this whistleblower policy, the Whistleblower Officer will assess the risk of detriment to the whistleblower, or another person, arising from the disclosure.

10.4 Reasonable management and administrative action conducted in a reasonable manner by the Patties Foods Group will not constitute detrimental conduct against a whistleblower or another person, including (but not limited to):

(a) Management or administrative action taken to protect the whistleblower or another person from detriment

(b) Performance management or disciplinary processes conducted in accordance with Patties Foods Group’s disciplinary Policy.

10.5 A whistleblower, or other person, who believes they have suffered detriment in the circumstances described in section 10.1 should do any of the following:

(a) Report their concern in accordance with the reporting procedures identified in section 2.

(b) Seek guidance and support from the Whistleblower Officer.

(c) Seek independent legal advice.

10.6 A whistleblower who has suffered loss because of making a whistleblowing disclosure may be able to seek compensation and other remedies through the courts.

11. Other protections available to whistleblowers

11.1 Where an eligible whistleblower makes a disclosure that qualifies for protection under the Corporations Law or Tax Act (see Schedule 1 and Schedule 2), the whistleblower is protected from any of the following in relation to the disclosure:

(a) Civil liability (for instance, legal action against the whistleblower for breach of an employment contract, duty of confidentiality or another contractual obligation).

(b) Criminal liability (for instance, the attempted prosecution of the whistleblower for unlawfully releasing information, or other use of the disclosure against the whistleblower in a prosecution, other than making a false disclosure).

(c) Administrative liability (for instance, disciplinary action for making the disclosure).

11.2 The protections available to whistleblowers who make a disclosure qualifying for protection under the Corporations Law and the Tax Act do not, however, grant the whistleblower immunity for any misconduct the whistleblower has engaged in that is revealed in their disclosure.

11.3 Whistleblowers may also have access to other statutory protections under anti-discrimination and equal opportunity legislation, and the Fair Work Act 2009 (Cth), or under the common law and their contracts of employment or engagement with Patties Foods Group.

11.4 Provided the disclosure was made with reasonable grounds, Whistleblowers can still qualify for various protections set out in this policy even if their disclosure turns out to be incorrect.

12. Breaches of this whistleblower policy

12.1 Any employee who breaches this whistleblower policy, including breaching an obligation to keep a whistleblower’s identity confidential, refusing to participate or cooperate with an investigation into a whistleblower disclosure, or engaging in detrimental conduct against a whistleblower or another person, may face a disciplinary process in accordance with the Patties Foods Group disciplinary policy, which could result in the termination of their employment.

12.2 The Patties Foods Group may terminate its relationship with other individuals and entities providing goods or services to the Patties Foods Group if they breach this whistleblower policy.

13. Communication and awareness of this whistleblower policy

13.1 The Patties Foods Group will make this whistleblower policy available to all officers and employees of Patties Foods Group.

13.2 The Whistleblower Officer will have day-to-day responsibility for ensuring the whistleblower policy is widely disseminated throughout Patties Foods Group, including by:

(a) Making the whistleblower policy available on Patties Foods Group’s staff intranet.

(b) Facilitating staff briefing sessions to educate and train on the whistleblower policy.

(c) Posting information regarding the whistleblower policy, and where to access a full copy of the whistleblower policy, on staff noticeboards.

(d) Including the whistleblower policy in Patties Foods Group’s staff handbook.

(e) Incorporating the whistleblower policy in employee and contractor induction packs and training for new starters (whether engaged as an employee or contractor).

13.3 The Whistleblower Officer will have responsibility for training:

(a) Designated Disclosure Officers in Patties Foods Group’s processes and procedures for receiving and handling disclosures, as well as training in their obligations for maintaining confidentiality in respect of a disclosure, and the prohibitions against detrimental conduct.

(b) Line managers and supervisors in how to appropriately support a whistleblower, and Patties Foods Group’s processes and procedures for receiving disclosures.

(c) Facilitating specialist training for other persons with responsibilities under this whistleblower policy.

Schedule 1

When does a disclosure qualify for protection under the Corporations Law, and what protections and immunities are available?

1. Disclosures qualifying for protection under the Corporations Law

1.1 Eligible whistleblowers may be able to obtain certain statutory protections and immunities where they make a disclosure that qualifies for protection under Part 9.4AAA of the Corporations Law.

1.2 This Schedule 1 provides an overview of the requirements that must be met for a disclosure of information to qualify for protection under Part 9.4AAA of the Corporations Law. To avoid doubt, although many of the protections and immunities are mirrored in this whistleblower policy, the protections in Part 9.4AAA of the Corporations Law are in addition to protections and immunities specified in this whistleblower policy.

1.3 This Schedule 1 is intended for information purposes only and should not be taken as the provision of legal advice in respect of the operation and application of the whistleblower regime in Part 9.4AAA of the Corporations Law. Legal advice should be obtained from an independent legal practitioner.

2. Conditions that must be met for a disclosure to qualify for protection under the Corporations Law

2.1 The information disclosed relates to a regulated entity, a term defined by the Corporations Law that includes a company and constitutional corporation such as Patties Foods Group.

2.2 The whistleblower making the disclosure is an eligible whistleblower, defined in the Corporations Law as an individual who is, or has been, any of the following:

(a) An officer or employee of the regulated entity.

(b) An individual who supplies services or goods to the regulated entity, or the employee of a person who supplies services or goods to the regulated entity.

(c) An individual who is an associated of the regulated entity.

(d) A relative or dependant of an individual referred to in paragraph Schedule 12.2(a) to paragraph Schedule 12.2(c) of this Schedule 1, or the spouse of a dependant of an individual referred to above.

2.3 The disclosure is made to a person who is eligible to receive a disclosure under Part 9.4AAA of the Corporations Law, which includes:

(a) A person authorised by a regulated entity to receive a disclosure, which for the Patties Foods Group are ELT and the Designated Disclosure Officers identified in section 6).

(b) ASIC (or if applicable, APRA).

(c) An appointed auditor of a regulated entity, which for the Patties Foods Group is the entity identified in section 6.4(b)(i).

(d) In limited circumstances, to a journalist or a member of a federal, state or territory Parliament (see paragraph 3.1 of this Schedule 1).

2.4 Subject to paragraph 2.5 of this Schedule 1, the disclosure is about matters the eligible whistleblower has reasonable grounds to suspect may concern the following conduct by the regulated entity (these matters are described in section 2 as Disclosable Matters):

(a) Misconduct or an improper state of affairs or circumstances in relation to the regulated entity (or a related body corporate).

(b) Conduct that constitutes an offence against, or contravention of, a law administered by ASIC or APRA (see Schedule 3 for an outline of the laws administered by ASIC or APRA).

(c) Conduct that constitutes an offence against another law of the Commonwealth punishable by more than 12 months imprisonment.

(d) Conduct that is a danger to the public or the financial system.

2.5 The disclosure is not a personal work-related grievance, being a disclosure of information concerning a grievance about any matter in relation to the eligible whistleblower’s employment, or former employment, or having (or tending to have) implications for the whistleblower personally. However, a personal work-related grievance will be disclosure qualifying for protection under Part 9.4AAA of the Corporations Law if it either:

(a) Has significant implications for the regulated entity to which it relates, or wider ramifications than those that are personal to the whistleblower.

(b) Relates to a grievance by the eligible whistleblower about detrimental conduct suffered or threatened due to a person believing or suspecting that a disclosure qualifying for protection under Part 9.4AAA of the Corporations Law has been made, may be made, is proposed to be made, or could be made.

2.6 A disclosure that meets the conditions in paragraph 2.1 to paragraph 2.5 of this Schedule 1 is referred to as a qualifying disclosure.

3. Other disclosures that qualify for protection under the Corporations Law

3.1 There are two further categories of disclosure that may also be protected under Part 9.4AAA of the Corporations Law:

(a) In extreme cases, where an eligible whistleblower makes a disclosure to the media or a Member of Parliament. To be protected, the whistleblower must already have made a qualifying disclosure (see paragraph 2.6 of this Schedule 1), certain written notifications in respect of that qualifying disclosure must have been made by the eligible whistleblower to the body that received it, including a 90 day waiting period, and either:

(i) the disclosure was in respect of a substantial and imminent danger to someone’s health and safety, or the natural environment; or

ii) disclosing the information was in the public interest.3

(b) If the whistleblower makes a disclosure of information to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower regime found in Part 9.4AAA of the Corporations Law. This category does not carry any of the requirements of the disclosure to be a qualifying disclosure (see paragraph 2.6 of this Schedule 1).

3.2 A disclosure that meets the conditions in paragraph 3.1 of this Schedule 1 is referred to as a protected disclosure.

4. Protections and immunities available where a qualifying or protected disclosure is made under the Corporations Law

Where a qualifying or protected disclosure is made (see paragraph 2.6 and paragraph 3.2 of this Schedule 1), Part 9.4AAA of the Corporations Law provides the following protections and immunities: (a) Protection of a whistleblower’s identity (see paragraph 5 of this Schedule 1).

(b) Protecting a whistleblower, or other person, from a range of detrimental conduct (often referred to as victimisation or retaliation) because another person believes or suspects that a qualifying or protected disclosure has been made, may be made, is proposed to be made, or could be made (see paragraph 6 of this Schedule 1).

(c) Providing a whistleblower with a range of legal immunities for making a qualifying or protected disclosure.

5. Protection of the Eligible Whistleblower’s identity

5.1 Part 9.4AAA of the Corporations Law contains a number of provisions to protect the identity of a whistleblower who has made a qualifying or protected disclosure by:

(a) Allowing for whistleblowers to make anonymous disclosures.

(b) Subject to a handful of exceptions that authorise the disclosure of a whistleblower’s identity (including with the whistleblower’s consent or to a relevant regulator or the Australian Federal Police, or to a lawyer for the purpose of obtaining advice about the operation of Part 9.4AAA of the Corporations Law), making it a criminal and civil penalty offence for a person to whom a qualifying or protected disclosure is made, or any other person who has obtained the information directly or indirectly, to disclose:

(i) the identity of the whistleblower; or

(ii) information that is likely to lead to the identification of the whistleblower.

(c) Prohibiting the disclosure of a whistleblower’s identity by the recipient of a qualifying or protected disclosure to a court or tribunal.

It is not an offence for a person to disclose information regarding a qualifying or protected disclosure without revealing the identity of the whistleblower.

6. Protection against detrimental conduct

6.1 Part 9.4AAA of the Corporations Law protects persons from detrimental conduct when a qualifying or protected disclosure has been made, is believed or suspected to have been made, or could be made, and includes significant criminal and civil sanctions to perpetrators should such actions occur.

6.2 Detrimental conduct is defined broadly and includes conduct (without limitation) such as:

(a) Dismissal of an employee.

(b) Injury of an employee in their employment.

(c) Alteration of an employee’s position or duties to their disadvantage.

(d) Discrimination between an employee and other employees of the same employer.

(e) Harassment or intimidation of a person.

(f) Harm or injury to a person, including psychological harm.

(g) Damage to a person’s property.

(h) Damage to a person’s reputation.

(i) Damage to a person’s business or financial position.

(j) Any other damage to a person.

6.3 It is both a criminal and civil penalty offence to engage in detrimental conduct due to a belief or suspicion that a qualifying or protected disclosure has been made, is believed to have been made, or could be made. Features common to both sanctions include:

(a) A protection against detrimental conduct (see paragraph 6.2 of this Schedule 1).

(b) The victim protected may be a whistleblower or may be another person who has suffered damage because of a victimiser’s conduct.

(c) Threats of detrimental conduct can be express or implied, conditional or unconditional.

7. Immunities

Where a qualifying of protected disclosure is made, the whistleblower is granted certain immunities from liability, including:

(a) The whistleblower is not subject to civil, criminal or administrative liability.

(b) No contractual or other remedy may be enforced against the whistleblower.

(c) Information disclosed by the whistleblower is not admissible against them, other than in proceedings concerning the falsity of the information provided.

Schedule 2

When does a disclosure qualify for protection under the Tax Act, and what protections and immunities are available?

1. Disclosures qualifying for protection under the Tax Act

1.1 Eligible whistleblowers may be able to obtain certain statutory protections and immunities where they make a disclosure that qualifies for protection under Part IVD of the Tax Act.

1.2 This Schedule 2 provides an overview of the requirements that must be met for a disclosure of information to qualify for protection under Part IVD of the Tax Act. To avoid doubt, although many of the protections and immunities are mirrored in this whistleblower policy, the protections in Part IVD of the Tax Act are in addition to protections and immunities specified in this whistleblower policy.

1.3 This Schedule 2 is intended for information purposes only and should not be taken as the provision of legal advice in respect of the operation and application of the whistleblower regime in Part IVD of the Tax Act. Legal advice should be obtained from an independent legal practitioner.

2. Conditions that must be met for a disclosure to qualify for protection under the Tax Act when made to an eligible recipient

2.1 The information disclosed relates to an entity, a term defined in the Tax Act that includes a company, such as Patties Foods Group.

2.2 The whistleblower making the disclosure is an eligible whistleblower, defined in the Tax Act as an individual who is, or has been, any of the following:

(a) An officer (as defined in the Corporations Law) or employee of the entity.

(b) An individual who supplies services or goods to the entity, or the employee of a person who supplies services or goods to the entity.

(c) An individual who is an associate (as defined in the Income Tax Assessment Act 1936) of the regulated entity.

(d) A spouse, or child of an individual referred to in paragraph Schedule 22.2(a) to paragraph Schedule 22.2(c) of this Schedule 2, or a dependant of an individual referred to above or such an individual’s spouse.

2.3 The disclosure is made to a person eligible to receive a qualifying disclosure under Part IVD of the Tax Act, which includes:

(a) An eligible recipient of the entity, which is:

(i) a person authorised by the entity to receive disclosures that may qualify for protection under Part IVD of the Tax Act, which for the Patties Foods Group are the Designated Disclosure Officers[ and external hotline provider] identified in section 6);

(ii) a director, secretary or senior manager of the entity;

(iii) any other employee or officer of the entity who has functions or duties that relate to the tax affairs of the entity, who for the Patties Foods Group are the persons specified in section Error! Reference source not found..

(iv) any auditor of the entity, or a member of an audit team conducting an audit of the entity or a related body corporate; or

(v) a registered tax agent or BAS agent to the entity.

(b) The Commissioner of Taxation.

2.4 Where the disclosure of information by an eligible whistleblower is:

(a) Made to the Commissioner of Taxation, and the eligible whistleblower considers that the information may assist the Commissioner to perform their functions or duties under a taxation law (as defined in the Income Tax Assessment Act 1997 (Cth)) in relation to the entity or an associated of the entity.

(b) Made to an eligible recipient of the entity, and the eligible whistleblower:

(i) has reasonable grounds to suspect the information indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of the entity or an associated of the entity; and

(ii) considers the information may assist the eligible recipient to perform functions or duties in relation to the tax affairs of the entity or an associated of the entity.

2.5 A disclosure of information may also qualify for protection under Part IVD of the Tax Act if the disclosure of information by an individual is made to a legal practitioner for the purpose of obtaining legal advice or representation in relation to the operation of Part IVD of the Tax Act.

2.6 A disclosure that meets all of the requirements in paragraph 2.1 to paragraph 2.4 of this Schedule 2, as well as the disclosure in paragraph 2.5 of this Schedule 2, is referred to as a qualifying disclosure.

3. Protections and immunities available when a qualifying disclosure is made under the Tax Act

Where a qualifying disclosure is made (see paragraph 2.6 of this Schedule 2), Part IVD of the Tax Act provides the following protections and immunities:

(a) Protection of a whistleblower’s identity (see paragraph 4 of this Schedule 2).

(b) Protecting a whistleblower, or other person, from a range of detrimental conduct (often referred to as victimisation or retaliation) because another person believes or suspects that a qualifying or protected disclosure has been made, may be made, is proposed to be made, or could be made (see paragraph 5 of this Schedule 2).

(c) Providing a whistleblower with a range of legal immunities for making a qualifying or protected disclosure (see paragraph 6 of this Schedule 2).

4. Protection of the eligible whistleblower’s identity

4.1 Part IVD of the Tax Act contains a number of provisions to protect the identity of a whistleblower who has made a qualifying disclosure by:

(a) Allowing for whistleblowers to make anonymous disclosures.

(b) Subject to a handful of exceptions that authorise the disclosure of a whistleblower’s identity (including with the whistleblower’s consent or to the Commissioner of Taxation or the Australian Federal Police, or to a lawyer for the purpose of obtaining advice about the operation of Part IVD of the Tax Act), making it a criminal offence for a person to whom a qualifying disclosure is made, or any other person who has obtained the information directly or indirectly, to disclose any of the following:

(i) the identity of the whistleblower; and

(ii) information that is likely to lead to the identification of the whistleblower.

(c) Prohibiting the disclosure of a whistleblower’s identity by the recipient of a qualifying disclosure to a court or tribunal.

4.2 It is not an offence for a person to disclose information regarding a qualifying disclosure without revealing the identity of the whistleblower.

5. Protection from detrimental conduct

5.1 Part IVD of the Tax Act protects persons from detrimental conduct when a qualifying disclosure has been made, is believed or suspected to have been made, or could be made, and includes significant criminal and civil sanctions to perpetrators should such actions occur.

5.2 Detrimental conduct is defined broadly and includes conduct (without limitation) such as:

(a) Dismissal of an employee.

(b) Injury of an employee in their employment.

(c) Alteration of an employee’s position or duties to their disadvantage.

(d) Discrimination between an employee and other employees of the same employer.

(e) Harassment or intimidation of a person.

(f) Harm or injury to a person, including psychological harm.

(g) Damage to a person’s property.

(h) Damage to a person’s reputation.

(i) Damage to a person’s business or financial position.

(j) Any other damage to a person.

5.3 It is both a criminal and civil penalty offence to engage detrimental conduct due to a belief or suspicion that a disclosure has been made, is believed to have been made, or could be made. Features common to both sanctions include:

6. Protection of the eligible whistleblower’s identity

6.1 Part IVD of the Tax Act contains a number of provisions to protect the identity of a whistleblower who has made a qualifying disclosure by:

(a) Allowing for whistleblowers to make anonymous disclosures.

(b) Subject to a handful of exceptions that authorise the disclosure of a whistleblower’s identity (including with the whistleblower’s consent or to the Commissioner of Taxation or the Australian Federal Police, or to a lawyer for the purpose of obtaining advice about the operation of Part IVD of the Tax Act), making it a criminal offence for a person to whom a qualifying disclosure is made, or any other person who has obtained the information directly or indirectly, to disclose any of the following:

(i) the identity of the whistleblower; and

(ii) information that is likely to lead to the identification of the whistleblower.

(c) Prohibiting the disclosure of a whistleblower’s identity by the recipient of a qualifying disclosure to a court or tribunal.

6.2 It is not an offence for a person to disclose information regarding a qualifying disclosure without revealing the identity of the whistleblower.

7. Protection from detrimental conduct

7.1 Part IVD of the Tax Act protects persons from detrimental conduct when a qualifying disclosure has been made, is believed or suspected to have been made, or could be made, and includes significant criminal and civil sanctions to perpetrators should such actions occur.

7.2 Detrimental conduct is defined broadly and includes conduct (without limitation) such as:

(a) Dismissal of an employee.

(b) Injury of an employee in their employment.

(c) Alteration of an employee’s position or duties to their disadvantage.

(d) Discrimination between an employee and other employees of the same employer.

(e) Harassment or intimidation of a person.

(f) Harm or injury to a person, including psychological harm.

(g) Damage to a person’s property.

(h) Damage to a person’s reputation.

(i) Damage to a person’s business or financial position.

(j) Any other damage to a person.

Schedule 3

Statutes a whistleblower may suspect have been contravened for the purpose of a Disclosable Matter

1. For the purpose of section 2.1(c), the laws are the:

• Corporations Law.

• Australian Securities and Investments Commission Act 2001 (Cth).

• Banking Act 1959 (Cth).

• Financial Sector (Collection of Data) Act 2001 (Cth).

• Insurance Act 1973 (Cth).

• Life Insurance Act 1995 (Cth).

• National Consumer Credit Protection Act 2009 (Cth).

• Superannuation Industry (Supervision) Act 1993 (Cth).

• An instrument made under any of the Acts in this Schedule 3.

Schedule 4

Contact details for external recipients of disclosures that do not relate to the tax affairs of Patties Foods Group

1. Australian Securities and Investment Commission (ASIC)

1.1 ASIC Office of the Whistleblower

(a) Address: GPO BOX 9827, Brisbane QLD 4001.

(b) Website: https://asic.gov.au

(c) Telephone: 1300 300 630

Schedule 5

Contact details for external recipients of disclosure that relate to the tax affairs of Patties Foods Group

1. The Commissioner of Taxation

Commissioner of Taxation

(a) Address: PO Box 900, Civic Square ACT 2608.

(b) Website: https://ato.gov.au

(c) Telephone: 13 28 69.

THIS POLICY APPLIES TO: All companies within the Patties Foods Group (Patties Foods, , Patties Foods Pakenham, Leader Products, and Australian Wholefoods) (the ‘Patties Foods Group’) and threshold suppliers of goods or services to the Patties Foods Group.

GENERAL PRINCIPLES

  • All new suppliers must complete the Patties Foods Group’s supplier pre-qualification questionnaire, and if selected as a supplier, and projected annual spend is >10,000 AUD p/a, must confirm they will meet the Patties Foods Group’s ethical supply obligations by returning a copy of this policy signed by an authorised representative of the supplier.
  • Patties Foods Group recognises that there will be suppliers in some industries that will find it more difficult to meet our minimum standards. In those cases, we will expect such suppliers to demonstrate continuous improvement and be transparent with us about any issues they identify.
  • If a supplier is a SEDEX member, Patties Foods Group may require it to share its self-assessment information.
  • All supplier sites may be subject to an audit if Patties Foods Group suspects its minimum standards are compromised.

LABOUR STANDARDS AND MODERN SLAVERY

  • Patties Foods Group acknowledges it has a responsibility to protect human rights, and to identify, prevent, mitigate and account for how we address our impacts on human rights.
  • Accordingly, Patties Foods Group will only do business with suppliers whose workers (including the workers in the supplier’s supply chain) are treated in accordance with applicable law and regulations, present voluntarily, not put at risk of physical harm, provided with a safe workplace, lawfully and fairly compensated, allowed the right of free association and not exploited in any way, including by modern slavery (trafficking, servitude, forced marriage, forced labour, debt bondage, unlawful child labour, or deceptive recruiting for labour services.) All overtime must be voluntary.
  • Suppliers shall not use unauthorised sub-contractors and shall declare in writing all sub-contractors prior to their use (including sub-contracting, home-working and any other external processing).
  • In meeting the above standards suppliers shall:
    1. Take all reasonable measures to ensure that workers in their own supply chains are treated lawfully and are not victims of any form of modern slavery; and
    2. Maintain oversight of employment conditions of any labour hire and sub-contracted labour.

ENVIRONMENTAL PROTECTION

  • Patties Foods Group requires its suppliers to respect resources and protect the environment, and to pursue continuous improvement in the management of their environmental impact.

SUSTAINABLE PACKAGING

  • Patties Foods Group expects its suppliers to supply goods and services in packaging which is recyclable, reusable or compostable (without compromising food safety standards) and to work towards Australia’s 2025 National Packaging Targets, that:
    1. 100% of all Australia’s packaging will be re-usable, recyclable or compostable by 2025;
    2. 70% of Australia’s plastic packaging will be recycled or composted by 2025;
    3. 30% average recycled content will be included across all packaging by 2025; and
    4. Problematic and unnecessary single-use plastic packaging will be phased out through design, innovation or introduction of alternatives.

BUSINESS INTEGRITY

  • Suppliers shall conduct their business ethically in a legal, honest and transparent manner without any fraudulent practices.
  • In meeting this requirement suppliers shall:
    1. Not engage in or tolerate bribery, corruption, fraud and coercion; and
    2. Have systems in place for confidentially reporting, investigating and resolving concerns regarding unethical business practice.

RAW MATERIALS SOURCING

All Patties Foods Group companies shall endeavour to prioritise sourcing raw materials from Australian producers, where cost, quality and other trading terms are equivalent to alternative suppliers.

  • Patties Foods Group prefers to not use any genetically modified organisms in any of its products.

Patties Foods Group is a member of the Roundtable on Sustainable Palm Oil (End Product Manufacturer, Mass Balance Supply Chain Model, Certificate Number: BMT: RSPO: 000267) and supports the industry

wide move to advance the production of RSPO certified palm oil. We only work with suppliers which also support this position.

  • Patties Foods Group respects animal welfare and expects its suppliers to take all reasonable measures to respect animal welfare, for example, by obtaining RSPCA Approved certification.

REPORTING ISSUES AND VIOLATIONS

  • Suppliers shall report any suspected violations of regulations, laws and/or this policy as soon as possible. Violations should be reported to legal@patties.com.au or can be raised in accordance with the Patties Food Group’s Corporate Whistleblowing Policy available on its website.
  • Patties Foods Group intends to work collaboratively with suppliers to ensure adherence to current legislation and standards.

We will not compromise on safety and quality to deliver our locally made, trusted comfort foods. At Patties Foods we are committed to meeting our obligations as a leading Australian food manufacturer by supplying safe, legal, compliant, authentic, food products to the specified quality, and consistency always. We strive to exceed our customer and consumer’s expectations while delivering value to all stakeholders. Our management team demonstrates this commitment by owning food safety and quality, staying informed and being part of the decision-making process through regular management review meetings. We invite and act upon customer and consumer feedback, we adhere to industry best practices, aspiring to be world class in everything we do.

A HACCP based certified Food Safety and Quality Management Program is maintained, compliant with BRC (A Global Food Safety Initiative standard) and Patties Group standards. Our Food Safety Program is externally audited byapproved third-party food safety auditors, at a minimum annually.

This policy aligns with Patties Foods company values, which are, Trust, Ownership, Courage, and Integrity, and supports our four Quality and Food Safety Pillars which are underpinned by Patties Foods, food safety and quality culture:

  • Pillar 1 – Food Safety & Quality Management
  • Pillar 2 – Operational Excellence
  • Pillar 3 – Facility & equipment
  • Pillar 4 – People & resources.

All of this is achieved through:

  • Appropriate resourcing
  • Setting annual, measurable quality and food safety objectives
  • Challenging ourselves through our internal audit program
  • Management review
  • Ensuring suppliers and contractors operate in accordance with our values, by operating robust, tested programs
  • Right first time, every time
  • Continuous improvement
  • Risk based decision making
  • Regular review of this policy and our commitments
  1. Introduction – a message from our Chief Executive Officer.

This is Patties Foods’ Modern Slavery Statement for the 2021 financial year

(Reporting Period), which outlines the steps Patties Foods has taken to identify,

manage, and mitigate the risks of modern slavery in its operations and supply chain.

The latest Reporting Period has been a particularly challenging time, due to the

COVID-19 pandemic and its associated impact on global supply chains. Patties

Foods is a manufacturer of essential food products, with longstanding contractual

obligations to all major Australian supermarkets, and petrol and convenience stores.

Navigating the impact of COVID-19 on our business therefore meant, at times, we

encountered supply chain challenges to ensure continuity of production.

Notwithstanding such challenges, our commitment to ethical sourcing at all levels of

the supply chain has continued to be a priority focus area across the business, and

we have made significant progress towards better understanding the risks of modern

slavery in our supply chain and advancing our initiatives to address our risks. The

more we have taken steps to better understand our supply chain, the more we realise

how complex and global supply chains are, and the importance of conducting proper

due diligence and risk assessments.

This statement has been made on behalf of our Australian based entities and

prepared in consultation with relevant stakeholders within the Patties Foods group.

It has been reviewed by and approved by the Board of Directors.

Paul Hitchcock

CEO & Director

2. Patties Foods – our structure, operations and supply chain.

2.1. Structure and operations

Patties Foods Pty Ltd (Patties Foods) commenced operations in 1966, in East

Gippsland, Victoria, as a family bakery. It experienced continuous growth over the

following decades, in particular after acquiring the iconic ‘Four ‘n Twenty’ brand of

meat pies and sausage rolls.

Patties Foods was listed on the Australian Stock Exchange in 2006. In 2016 it

delisted when a major share of the company was acquired by private equity

investors, with a plan to expand and pivot the business to a diversified food group

producing a range of products for local and export markets.

Today, Patties Foods’ product range is a growing portfolio of convenient, ready meals

and snack foods. Patties’ operates within 4 product categories including savoury

pastries, snacking, meals and desserts.

The evolution of the portfolio has been supported by the previous acquisitions of:

  • a 50% share of ‘Davies Bakery’ facility in Melbourne, Victoria,
  • Leader Products in New Zealand – which manufactures NZ-made

convenient, snack and ready meal products.

  • the chilled meals business and facility, ‘Australian Wholefoods’, in Salisbury,

South Australia;

  • the ‘Boscastle Pastries and Foods’ business in Melbourne, Victoria;
  • a large food manufacturing facility with capacity to produce ready meals and

chilled pasta and sauce products in Pakenham, Victoria;

  • exclusive licensing rights in Australia and NZ to Weight Watchers, Leggos

chilled pasta and sauces, and Fitness Outcomes ready meals.

Patties Foods remains one of the largest pie manufacturers in the world, producing

some of Australia’s most famous household brands, as well as a significant private

label business.

Our export markets currently include New Zealand, Asia Pacific, Japan, Taiwan and

the United States of America.

Our F21 annual consolidated revenue was $436,000,000 AUD.

2.2. Our labour force

Over 1,000 workers are employed by Patties Foods and its joint ventures, primarily

located in Australia, across our Victorian and South Australian operations. As the

second largest employer (behind the hospital) in East Gippsland, we provide work to

more than 400 employees, labour hires, and contractors in regional Victoria.

All workers, including labour hires, at the main manufacturing facility in Bairnsdale

are paid in accordance with site-specific Enterprise Agreements approved by the

Australian Fair Work Commission. The majority of staff at the Pakenham facility are

also governed by a site-specific Enterprise Agreement. Our Enterprise Agreements

prescribe generous pay and benefits, which exceed statutory minimum and Award

rates.

Workers at the South Australian facility are paid in accordance with the Food and

Beverage Manufacturing Award. Our head office staff in Melbourne are contracted

employees who are paid market rates which are routinely benchmarked by our

Human Resources team.

2.3. Our supply chain

Patties Foods’ operations are supported by a large supply chain which has grown

significantly as our product range has diversified.

During the 2021 financial year, goods and services were sourced from over 200

direct suppliers, and approximately 300 indirect suppliers1 across Patties’ Australian

operations.

An ‘Australian First’ sourcing policy applies, wherever possible, to the sourcing of

ingredients for our Australian operations. Our two main ingredients, which account

for the majority of our raw materials spend are beef and flour. Patties Foods ensures

these two main ingredients are 100% Australian – we are proudly one of the ‘top five’

buyers of Australian beef. Our poultry, eggs, dairy products, sugar and fresh

vegetables are also procured from Australia.

However, as a manufacturer of an increasingly diverse range of food products, we

procure from a growing range of local and international suppliers, at times with the

assistance of brokers.

Our operations are further supported by many indirect suppliers, including labour hire

workers, cleaning and security services, transport and logistics providers, waste

disposal companies, and professional services such as advertising and accountancy.

  1. Modern Slavery – expectation setting with suppliers and customers

Patties Foods is committed to identifying and eliminating modern slavery in its supply

chains and operations, and clearly sets out this expectation in its:

– pre-qualification questionnaire for new suppliers;

– Trading Terms and supplier contracts, and
Ethical Sourcing policy – which all suppliers are required to sign up to (or

alternatively provide equivalent assurance, such as access to their SEDEX selfassessment

information.)

Our Ethical Sourcing Policy stipulates that Patties Foods:

“…will only do business with suppliers whose workers (including the workers of

any sub-tier suppliers) are treated in accordance with applicable law and

regulations, present voluntarily, not put at risk of physical harm, provided with a

safe workplace, lawfully and fairly compensated, allowed the right of free

association and not exploited in any way, including by modern slavery (trafficking,

servitude, forced marriage, forced labour, debt bondage, unlawful child labour, or

deceptive recruiting for labour services.) All overtime must be voluntary.”

In returning a signed copy of our Ethical Sourcing policy, our suppliers provide a

formal undertaking that they will:

“…take all reasonable measures to ensure that workers in their own supply

chains are treated lawfully and are not victims of any form of modern slavery; and

maintain oversight of employment conditions of any labour hire and subcontracted

labour.”

Suppliers are put on notice that unreasonable refusal to sign up to our policy may

result in discontinuation of the supplier relationship. One supplier has been

terminated on this basis.

4. Risk Assessment – Modern Slavery within our operations and supply chain

During the Reporting Period, Patties Foods developed a modern slavery risk

register, in which we assessed categories of our main ingredients, and indirect

suppliers. The risk register was prepared cross functionally with input from our group

quality assurance, procurement, legal and compliance, as well as site management

where applicable, and reviewed by senior management.

We used numerous factors to assess the potential risk of modern slavery in our

operations and supply chain, including known geographic and industry risks based

on research and reports set out in the Global Slavery Index, whether the supplier

had signed up to the undertakings set out in our Ethical Sourcing Policy, and the

supply chain model involved (for example, whether the goods were procured via

brokers.) We also reviewed the modern slavery statements of some of our bigger

suppliers, in particular those which had not returned a signed copy of our Ethical

Sourcing Policy, to understand how these suppliers are addressing the risk of

modern slavery in their supply chains.

A summary of our findings is set out below.

4.1. Our labour force

We assess the risk of modern slavery within our labour force to be very low. This is

because all workers across our Australian sites, including labour hire workers at our

main facility, receive generous pay and benefits which exceed national minimum

standards. Our payroll systems are externally audited annually to ensure compliance

with applicable industrial instruments.

4.2. Our supply chain – Key raw materials

Overall, we assess the risk of modern slavery in the supply chains of the main

ingredients used in our core product offerings and brands – meat, flour, and fats and

oils – to be low.

4.3. Our supply chain – Other raw materials

We are satisfied that most of our other raw materials, such as starches, fresh fruits

and vegetables, sugar, and dairy present relatively low modern slavery risk. Whilst

these suppliers themselves acknowledge there is some inherent risk across

agricultural industries, the suppliers we use are committed to understanding and

addressing their risk.

Our risk assessment identified areas of higher vulnerability based on geographical

risk associated with several ingredients used in our newer product offerings. For

example, we source small amounts of fruits from Pakistan, Thailand, and the Philippines, all of which are known high risk areas according to the Global Slavery

Index.

We have also identified potential risk areas where we use brokers to procure

ingredients such as spices, and we were unable to verify the country of origin or

manufacturer of the product during this Reporting Period.

4.4. Our supply chain – Packaging

As a food manufacturer of a range of different products, our supply chain inevitably

includes large amounts of various types of packaging. By the conclusion of the

Reporting Period, 72% of our packaging supplier base had signed up to the

undertakings contained in our ethical sourcing policy; their commitments extend to

more sustainable packaging as well as addressing modern slavery risk.

Notwithstanding, we are aware our packaging suppliers use raw materials sourced

from South America, China and India, as such there is some inherent risk in their

supply chains.

4.5. Our supply chain – Indirect suppliers

We assess the risk of modern slavery in the supply chains of our labour hire and

transport and logistics companies, which account for the majority of our indirect

supplier spend and requirements, to be low. In particular, our confidence in the

Australian transport and logistics industry, which was already heavily unionised to

protect workers, has been bolstered by Chain of Responsibly legislation and

technological developments such as GPS tracking, which have improved worker

safety. During the Reporting Period we made further queries with our cleaning and

security providers, to ensure they were made aware of our ethical sourcing

obligations.

We assess that there is possible modern slavery risk within the supply chains of our

professional services providers, as identified in their own modern slavery reports

due to offshore outsourcing of business support. However, we are confident our

providers take their modern slavery obligations seriously and are taking steps to

address their risk.

Similarly, we assess there is possible risk of modern slavery associated with our IT

suppliers, due to inherent risk in the production of technological hardware such as

laptops, and low return rate of signed ethical sourcing policies from our IT indirect

suppliers.

5. Our actions and initiatives to address Modern Slavery Risks

5.1. Internal training and education

When the Modern Slavery Act 2018 was introduced, Patties Foods’ provided training

to the Executive Leadership, Procurement, and Quality Teams on the risks of modern

slavery in global supply chains, and engaged senior leads on Patties’ new obligations

under the Australian Modern Slavery legislation. These training materials have

subsequently been provided to new staff members, as applicable, as part of their

onboarding process.

Patties Foods has created a Sustainability working group to support the oversight

and implementation of such initiatives. From a modern slavery perspective, the

working group includes Patties’ Chief Financial Officer, Legal Counsel, Group Quality

Manager, Vendor Assurance Manager, and Head of Procurement.

During F21, the Sustainability working group partnered closely, where required, with:

– The Bairnsdale site management team to support the negotiation and renewal

of the Enterprise agreement for that site

– a procurement officer who had responsibility to further rollout Patties Foods

ethical souring policy; and – our South Australian facility’s management team during their SMETA 4 Pillar

audit, to provide one on one coaching and mentoring regarding the group’s

ethical sourcing risks and initiatives.

5.2. Continued rollout of Patties Foods’ Ethical Sourcing Policy

Commencing early 2020, Patties’ Executive Leadership Team imposed a new

requirement that, in addition to agreeing to the modern slavery clauses in our

standard trading terms, all direct and key indirect suppliers must return a copy of

Patties’ Ethical Sourcing Policy, signed by an authorised officer of the company.

With a very large supplier base, which became even more complex during the COVID

19 pandemic as global supply chains were disrupted and we at times had to source

from new suppliers, this is a long-term piece of work.

As at the conclusion of the Reporting Period,

– >96% of our main direct suppliers (defined as those suppliers with annual spend

>$500K AUD) have returned a signed copy of our Ethical Sourcing Policy or

equivalent (i.e. their SEDEX registration number or their own modern slavery

policy);

– Of those direct suppliers which did not sign up to our policy, two are deemed

very low risk as its workers are all Australian based and covered by an Enterprise

Agreement; the other is a large global organisation with its own modern slavery

policies and initiatives.

– 59% of our main* indirect suppliers have returned a signed copy of our Ethical

Sourcing Policy or equivalent – and a greater number of these suppliers have transitioned to Patties Foods’ Trading Terms, which contain clauses around

modern slavery and ethical sourcing commitments.

5.3. Establishment of a Group Vendor Assurance function

During the Reporting Period, a dedicated Vendor Assurance and Raw Materials

manager was recruited, to work directly with all suppliers (direct and indirect),

brokers, third party manufacturers, third party warehouses and transport and

service providers, to better understand the origin of the materials and services

supplied to Patties Foods. Risks shall be identified from a food safety,

environmental, welfare, social and ethical perspective, via the analysis of

certificated information and on-site audits as required. This is a central function

which has a reporting line independent of the procurement team.

5.4. SEDEX upgrade

Patties is a member of the ethical trade organisation SEDEX, and has conducted

self-assessment audits for each of its Australian manufacturing sites. Our

information is available to any customers which request access.

During the Reporting Period Patties Foods’ upgraded its SEDEX membership to

buyer membership, arming the organisation with a platform to report and analyse

data, track, and assess the ethical and social performance of suppliers which are

also SEDEX members.

  1. SMETA 4 Pillar Ethical Audits of our Australian facilities

During the Reporting Period, our South Australian site was subject to a ‘Four

Pillars’ audit by an external SMETA auditor. Some minor non-conformances were

identified regarding training managers on forced, bonded and child labour. We undertook to provide further training to relevant managers, and address all issues

raised. SMETA audits are booked for our two main Victorian facilities for the next

Reporting Period.

6. Assessment of the effectiveness of our actions, and next steps.

Despite the above initiatives, Patties recognises that modern slavery risk

inevitably exists in the agricultural and other sectors on which our business relies,

particularly in second and third tiers of the supply chain.

To assess the effectiveness of our actions, we plan to:

  • continue to drive our Ethical Sourcing program and expectation setting

communication with all suppliers – to ultimately meet our KPI of 100% return

rate of signed ethical sourcing policies / signed trading terms from total

supplier base;

  • monitor suppliers of high-risk ingredients which are sourced from high risk

geographical areas, and request site inspections or audits where appropriate;

  • Conduct an annual, cross functional, review of our modern slavery risk

register;

  • Address any non-conformances which might be identified when our two main

Victorian facilities are externally audited by SMETA 4 Pillars auditors in the

F22 reporting period;

  • Investigate any complaints which may arise via our corporate whistleblowing

policy;

  • Strengthen supplier due diligence, utilising the skills and experience of our

newly recruited Vendor Assurance and Raw Materials manager.

Where a modern slavery risk is identified through our actions, or via our corporate

whistleblowing policy, we will endeavour to work with the supplier in the first instance to

ensure appropriate remedy or improvement is achieved. Should we assess modern

slavery risk as too high, we will change suppliers.

————————————-

This modern slavery statement is made by Patties Foods Pty Ltd for the financial year

ending 30 June 2021 and was approved by the Board of Directors at the December

2021 Board meeting.

Paul Hitchcock

Chief Executive Officer and Director

23 / 12 / 2021