Whistleblower Policy

Did you know that some registered charities are legally required to have a whistleblower policy under the Corporations Act 2001 (Cth)?

The requirement is particularly relevant for registered charities that are structured as public companies limited by guarantee. Under section 1317AI of the Corporations Act, public companies must have a whistleblower policy and make it available to their officers and employees. However, ASIC has provided relief for eligible public companies limited by guarantee that operate on a not-for-profit basis where their annual consolidated revenue is less than $1 million.

In practical terms, this means that a registered charity structured as a public company limited by guarantee will generally need a whistleblower policy if its annual consolidated revenue is $1 million or more. If it is below that threshold, it may be exempt from the formal policy requirement, although the broader whistleblower protection provisions may still apply.

A compliant whistleblower policy should explain the protections available to whistleblowers, who can make and receive protected disclosures, how disclosures can be made, how the charity will support whistleblowers and protect them from detriment, how disclosures will be investigated, and how people named in disclosures will be treated fairly.

The practical point is that boards of registered charities should not treat whistleblower policies as a generic corporate compliance document. The policy should be tailored to the charity’s size, structure, reporting channels, workforce and governance arrangements, and it should be made accessible to officers, employees and other people who may need to use it.

Even where a registered charity is not legally required to have a whistleblower policy, the ACNC encourages charities to consider having one as a matter of good governance. A clear policy can help people raise concerns safely, support a culture of accountability, and give the board confidence that serious concerns will be handled consistently and lawfully.

If an eligible charity has previously relied on the relief because its annual consolidated revenue was below $1 million, but later crosses the $1 million threshold for a subsequent financial year, it has six months after the end of that financial year to comply with the whistleblower policy requirement (refer to ASIC Corporations (Whistleblower Policies) Instrument 2019/1146). This gives the board time to approve a compliant policy, confirm reporting channels, and make the policy available to officers and employees.

Further details are available on the ACNC’s guidance page, Whistleblower protections, and ASIC’s guidance on whistleblower policies.