Whistleblower governance - Legal requirements and practical compliance under the Corporations Act

Whistleblower protections are increasingly in focus for Australian businesses with growing regulatory expectations, media scrutiny and ESG pressures. For legal and compliance teams, understanding and implementing effective whistleblower frameworks is essential to both legal compliance and building a culture of integrity.

In an environment where whistleblower complaints are on the rise, businesses must ensure they are not only legally compliant but also culturally prepared to support and protect those who speak up.

Whistleblower protections laws can primarily be found in Part 9.4AAA of the Corporations Act 2001 (Cth).

• The regime does not apply simply because someone makes a complaint and considers themselves to be a “whistleblower”. A number of threshold requirements must be satisfied before the regime will apply.
• Certain businesses (public companies and large proprietary companies) are required to have in place a whistleblower policy which complies with the requirements prescribed in the Corporations Act. Failure to do so constitutes an offence. For other businesses, having a policy in place is not mandatory, but it is recommended for medium to large sized businesses.
• Eligible whistleblowers are entitled to significant protections under the law. These include a right of confidentiality, protection from legal action, and safeguards against victimisation or dismissal. All businesses (regardless of their size) are bound by these obligations.
• Businesses should take a systematic approach to ensure compliance with the whistleblower protection law regime.

The policy should, amongst other things, detail the procedure to be followed to make a complaint, and what the business’ response will be. It should also address conflict of interest issues.

Roles and responsibilities need to be clearly designated. Businesses should consider using external hotlines as a tool to manage the collection of complaints. Consideration also needs to be given to the practical measures and controls that will be put in place to manage confidentiality and ensure proper de-identification of information.

Education in this area is crucial. Staff at all levels should receive training on the content of any whistleblower policy, and senior leaders should receive targeted training on their specific obligations as eligible recipients, so that they are able to recognise when a disclosure may invoke whistleblower protections.

Businesses should regularly review their internal policies and reporting mechanisms to ensure that internal systems remain effective and legally compliant.

For advice on developing or reviewing your organisation’s whistleblower governance framework, contact our regulatory and investigations or workplace and safety experts.

This article provides general commentary only. It is not legal advice. Before acting on the basis of any material contained in this article, seek professional advice.