Directors Dealing with Whistleblowing

Abstract

Increased regulatory focus on the role performed by corporate whistleblowers and how Australian laws should better protect and encourage whistleblowing represents one of the most significant developments in Australian corporate law in recent years, and offers insight into the evolving area of corporate whistleblowing regulation more broadly. Recent wide-ranging reforms to better protect private sector whistleblowing are designed to rewrite the way in which whistleblowing allegations are handled in the corporate context. A revamped victimisation offence, as well as the related compensation right, have significantly complicated the handling of whistleblower complaints and the role played by Australian directors in dealing with such matters. The question arises as to the approach Australian directors should now take in dealing with whistleblowing complaints. In the past it could have been expected that many examples of whistleblower complaints did not reach the boards of major Australian corporations. Key questions to be considered in light of the new regime include whether directors should make changes so that all complaints of material breaches of law made by whistleblowers are notified to the board, and the responsibility of directors for whistleblowing within the context of corporate culture. These issues have potential implications for corporate governance elsewhere, as attitudes to corporate whistleblowing and its management continue to evolve.