Whistleblower Policy

1.Scope and Purpose

The Board of Directors is the governing body of St.George Bank - A Division of Westpac Banking Corporation. Recognising the expectations of the Bank's shareholders, employees, customers, regulators and the community, the Board is committed to best practice in corporate governance, compliance and ethical behaviour generally. One of the principal responsibilities of the Board includes monitoring compliance with regulatory, ethical and prudential requirements.

A key test of the corporate governance health in the St.George Group of companies is whether there are both formal and informal structures in place to enable good news and bad news to travel rapidly to the appropriate destination. This policy is an important mechanism in being able to satisfy that key test.

This policy covers the procedures for dealing with reports made by St.George Group of suspected improper conduct within the St.George Group. It also addresses the protection of individuals making those reports.

2. Definitions

2.1 Whistleblowing

For the purpose of this policy, whistleblowing is defined as:

"the deliberate, voluntary disclosure of individual or organisational malpractice by a person who has or had privileged access to data, events or information about an actual, suspected or anticipated wrongdoing within or by an organisation that is within its ability to control."

2.2 Whistleblower

For the purpose of this policy, a whistleblower is defined as:

"any employee, director, related officer or contractor of any member of the St.George Bank Group of companies, who whether anonymously or not makes or attempts to make a disclosure as defined in s2.1."

2.3 Improper Conduct

For the purpose of this policy, improper conduct is defined as:

corrupt conduct;
fraudulent activity;
a substantial mismanagement of St.George resources;
conduct involving substantial risk to public health or safety; or
conduct involving substantial risk to the environment;

that would, if proven, constitute by a member of the St.George Group or its personnel:

a criminal offence;
reasonable grounds for dismissing or dispensing with, or otherwise terminating, the services of St.George Group personnel who was, or is, engaged in that conduct; or
reasonable grounds for disciplinary action.

2.4 Protected Disclosure

For the purpose of this policy, protected disclosure is defined as:

"any good faith communication based on reasonable grounds that discloses or demonstrates an intention to disclose information that may evidence an improper conduct.".

3. All St.George Group Personnel

All St.George Group personnel are encouraged, and have the responsibility to report any known or suspected incidences of improper conduct by making a protected disclosure in accordance with this policy. St.George Group personnel should in the normal course first report such matters to their immediate manager. However if he or she has a concern with that, (for example he or she reasonably believes that the manager is involved in the improper conduct), the report should be made to the Internal Auditor of St.George Bank - A Division of Westpac Banking Corporation.

If the Internal Auditor judges the protected disclosure to be of significance, the Internal Auditor must form a committee to investigate it further. The committee will be comprised of the Internal Auditor and the following officers from St.George Bank - A Division of Westpac Banking Corporation, namely the Chief Executive Officer, the General Counsel and Secretary and the Chief Financial Officer. If the protected disclosure is an allegation made against a member of this committee, the committee member shall not be involved in the investigation.

All St.George Group personnel also have an important responsibility concerning the welfare of the whistleblower within the organisation. All St.George Group personnel must refrain from any activity that is, or could be perceived to be, victimisation or harassment of a person who makes a protected disclosure.

All St.George Group personnel must take all reasonable steps to attempt to maintain the confidentiality of a person they know or suspect to have made a disclosure.

4. Confidentiality

The St.George Group will take all reasonable steps to protect the identity of the whistleblower. Maintaining confidentiality is crucial in ensuring reprisals are not made against a whistleblower.

5. Managing the Welfare of the Whistleblower

5.1 Commitment to protecting whistleblowers

The St.George Group is committed to the protection of genuine whistleblowers against action taken in reprisal for the making of protected disclosures.

5.2 Keeping the whistleblower informed

The Internal Auditor will ensure the whistleblower is kept informed of action taken in relation to his or her disclosure.

5.3 Whistleblowers implicated in improper conduct

The St.George Group acknowledges that the act of whistle blowing should not shield whistleblowers from the reasonable consequences flowing from any involvement in improper conduct. A person's liability for his or her own conduct is not affected by the person's disclosure of that conduct. However, in some circumstances, an admission may be a mitigating factor when considering disciplinary or other action.

6. Review of Policy

This policy will be reviewed annually to ensure it complies with relevant laws and remains relevant and effective. This policy may be changed at the discretion of the Board of Directors of St.George Bank - A Division of Westpac Banking Corporation.