Whistleblowing

ORGANIZATIONAL, MANAGEMENT AND CONTROL MODEL PURSUANT TO LEGISLATIVE DECREE N. 231/2001

Procedura Whistleblowing Adottata dal Consiglio di Amministrazione di EUROSYSTEM S.p.A. in data 23 Gennaio 2024

PREMISE

Eurosystem S.p.A. (hereinafter also referred to as the “Company”), with the aim of promoting its corporate ethics, implements this procedure to regulate the submission, storage, management, and resolution of reports received from its employees and collaborators.

The organization therefore promotes the adoption of tools aimed at preventing, detecting, and reporting unlawful conduct and/or behavior that violates ethical principles. For these reasons, all Recipients (those who perform, even de facto, management, administration, direction, or control functions within the Company; employees¹, even if seconded for their activities; individuals who, although not belonging to the Company, operate on its behalf; occasional and ongoing external collaborators, however named; suppliers; consultants; and any other partners) are encouraged to report any violations they become aware of.

The purpose of this procedure is to outline the principles protecting the reporting individuals (so-called whistleblowers), the methods for submitting reports, the related management process, as well as any possible actions resulting from the violations identified.

Compliance with the rules contained in the Code of Ethics and the Organization, Management, and Control Model shall be considered an essential part of the contractual obligations imposed on the Organization’s Employees, pursuant to Article 2104 of the Civil Code.

Note 1

This category includes volunteers and interns, both paid and unpaid, who carry out their activities within the Company. Additionally, employees may submit a report:

  • When the employment relationship has not yet begun, if information about violations has been obtained during the selection process or other pre-contractual stages;
  • During the probationary period;
  • After the termination of the legal relationship, if information about violations was acquired during the course of the relationship.


LEGAL REFERENCES

On March 15, 2023, Legislative Decree No. 24/2023 (hereinafter also referred to as the “Whistleblowing Decree” or simply the “Decree”) was published in the Official Gazette of the Italian Republic. This decree implements EU Directive 2019/1937 concerning the protection of persons who report violations of European Union law and includes provisions regarding the protection of whistleblowers.

Pursuant to Article 4, paragraph 1 of the Decree, the Organization, Management, and Control Model provides for the establishment of internal reporting channels as outlined below.

Article 6 of the Legislative Decree 231/2001

…….

2-bis The models referred to in paragraph 1, letter a), provide, pursuant to the implementing legislative decree of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019, for internal reporting channels, a prohibition of retaliation, and a disciplinary system adopted pursuant to paragraph 2, letter e).…


RELEVANT REPORTS

This procedure applies to communications concerning violations that may impact the organization and its activities, as further detailed below (hereinafter referred to as “Reports”).

Specifically, it is possible to report acts or facts involving legal representatives, directors, managers, and/or employees and/or— in any case—anyone acting in the name, on behalf, and/or in the interest of the organization (for example: consultants, suppliers, agents, etc.).

Pursuant to the combined provisions of Articles 2, paragraph 1, letter a) and 3, paragraph 2 of the Whistleblowing Decree, the following may constitute the subject of a Report:

  • Behavior or a situation contrary to the 231 Model, the Code of Ethics, as well as regulations, directives, policies, and internal procedures adopted by the Company and relevant pursuant to Legislative Decree 231/2001;
  • Violations of European Union law².

The following are not relevant for the purposes of this procedure:

  • Information relating to personal matters concerning claims or complaints regarding relationships with superiors or colleagues;
  • Operational anomalies that should be reported by the individual who detects them to the responsible function;
  • Based on mere suspicions or rumors concerning personal matters that do not constitute wrongdoing.

Any reports deemed irrelevant will be considered unprocessable and, therefore, will be archived.

The Report must contain:

  • A clear and complete description of the facts subject to the Report;
  • The time and place circumstances in which the facts subject to the Report occurred;
  • The identity or other elements that allow identification of the person(s) who committed the reported acts (“Reported Person”) (e.g., position and location where they perform their activities);
  • Any documents supporting the Report;
  • The identification of any other individuals who may provide information about the reported facts;
  • Any other information that may provide useful evidence regarding the existence of the reported facts.

It is essential that the indicated elements are known directly by the Reporter and not reported or relayed by other parties.

After making a Report, if the Reporter realizes they made a mistake, they must immediately inform through the same channel used to submit the Report.

Note 2

To be understood as:

  • Unlawful acts that fall within the scope of European Union legislation relating to the following sectors:
      • public procurement;
      • services, products, and financial markets, and prevention of money laundering and terrorist financing;
      • Product safety and compliance;
      • transport safety;
      • environmental protection;
      • radioprotection and nuclear safety;
      • food and feed safety and animal health and welfare;
      • public health;
      • consumer protection; infringements falling within the scope of application of European Union acts relating to the following sectors
      • Privacy and protection of personal data, and security of networks and information systems.
  • Acts or omissions that harm the financial interests of the European Union, as well as those concerning the internal market, including breaches of European Union rules on competition and state aid.
  • Acts or conduct that undermine the purpose or objectives of the provisions set out in European Union acts in the above-mentioned sectors.

REPORTING CHANNELS

Internal reporting channel and Reporting Officer

In order to manage reports in the best possible way, Eurosystem S.p.A. has appointed a specifically trained Reporting Officer, who is responsible for handling the internal reporting channel in compliance with current regulations and this procedure. The appointed Reporting Officer is Attorney Paolo Riscica.

Reports, which may be submitted by individuals both inside and outside the organization, must be sent through the reporting channels made available by the Organization.

Whistleblowers may, therefore, resort to the alternative channels indicated below:

  • Ordinary mail to the address Via Newton, 21 – 31020 – Villorba (TV);
  • The possibility of making an oral report through a physical meeting with the Reporting Officer;

  • Through a suitable electronic channel, including the use of encryption tools, which ensures complete confidentiality of whistleblowers and the content of the report, by using the following reporting web links: https://whistleblowersoftware.com/secure/EuroSystemSpa and https://whistleblowersoftware.com/secure/EurosystemRisorseUmane for reports relating to human resources.

    The organization will accept both named and anonymous reports; however, the former are preferred in order to facilitate interaction with the whistleblower and the possibility of requesting clarifications, while ensuring maximum protection and confidentiality for the whistleblower and safeguarding against retaliatory and/or defamatory reports.

External Channel and Public Disclosure

With regard to violations of European Union law, in addition to the possibility of making reports through the internal channel, the Decree provides for two other reporting methods: reporting through an external channel and public disclosure.

The Whistleblower may submit their Report to ANAC (National Anti-Corruption Authority) through the external reporting channel made available by said Authority, if:

  • They have already made an internal report and no action has been taken as a result;
  • They have reasonable grounds to believe that, if an internal report were made, it would not be effectively acted upon, or that making such a report could result in the risk of retaliation;
  • They have reasonable grounds to believe that the Violation may pose an imminent or obvious danger to the public interest.

The Whistleblower may proceed with Public Disclosure if:

  • They have already made an internal and external report and have not received any response;
  • They have reasonable grounds to believe that, due to the specific circumstances of the case, the external report may entail the risk of retaliation or may not be effectively acted upon.

MANAGEMENT OF INTERNAL REPORTS

Reports will be handled by the Reporting Officer, who will be responsible for:

  • Recording their receipt, including through the electronic channel;
  • Protecting them and restricting access to them by third parties;
  • Provide an acknowledgment of receipt of the Report within seven days of its submission.
  • Personally handling them and initiating the investigation of the case;
  • Providing feedback to the Whistleblower on the outcome of the Report within three months from the date of the acknowledgment of receipt.

Every paper document related to the Report will be kept under lock and key by the Reporting Officer.

The file related to the Report will be retained for the time strictly necessary to carry out the activities resulting from the reports and, in any case, no longer than five (5) years from the closure of the reporting procedure.

The investigation may also involve documentary audit activities and/or interviews with the whistleblower to obtain additional information, details, and/or clarifications regarding the content of the Report. For the purpose of the investigation, the Reporting Officer may also make use of the relevant company functions, where deemed appropriate.

All reports received must be handled with the utmost confidentiality, and whistleblowers acting in good faith must be protected against any form of retaliation, discrimination, or penalization.

The outcome of the handling of the Report may be:

  • “With findings,” in cases where, at the conclusion of the activities, the situation/operation reported is found to be substantiated based on objective evidence. In such cases, the Reporting Officer will recommend the necessary changes to the organization;
  • “Without findings,” in cases where, despite acknowledging the whistleblower’s good faith, the situation/operation reported is not substantiated based on objective evidence at the conclusion of the activities;
  • “Bad-faith reports,” in cases where, at the conclusion of the activities, the whistleblower’s bad faith is established based on objective evidence.

PROTECTIONS FOR THE WHISTLEBLOWER AND THE REPORTED PERSON

Protections for the Whistleblower

The protections granted to the Whistleblower can only be ensured by the Company if the instructions provided in this Procedure are followed. No protection will be granted to the Whistleblower in cases where they have contributed to the commission of the unlawful conduct.

The protections granted to the Whistleblower are also extended to:

  • To the Facilitator;
  • To individuals in the Whistleblower’s same work environment who have a stable emotional bond or a family relationship up to the fourth degree;
  • To the Whistleblower’s colleagues with whom they have a regular and ongoing working relationship;
  • To entities owned by the Whistleblower or for which the Whistleblower works, as well as entities operating in the same work environment.

The Company does not tolerate any kind of threat, retaliation, unjustified sanction, or discrimination against the Whistleblower or anyone who has cooperated in the activities aimed at verifying the validity of the Report. The adoption of discriminatory or retaliatory measures against the Whistleblower may lead to disciplinary proceedings against the person responsible.

In light of the provisions of Article 19, paragraph 1 of the Whistleblowing Decree, the Whistleblower retains the right to report to ANAC (National Anti-Corruption Authority) any retaliatory actions they believe they have suffered within their work environment.

Protections for the Reported Person

Appropriate protective measures are also provided for the benefit of the Reported Person, in order to prevent any form of discrimination.

The submission and receipt of a Report are not sufficient grounds to initiate any disciplinary proceedings against the Reported Person.

Should it be decided to proceed with the investigation, the Reported Person may be contacted and will be guaranteed the opportunity to provide any necessary clarifications.

Sanctions System

Effective, proportionate, and dissuasive sanctions may be applied:

  • Against the Reported Person, if the reports are found to be substantiated;
  • Against the Whistleblower, if Reports are made in bad faith;
  • Against the person responsible, if the principles of protection established by the Procedure have been violated or if reports have been obstructed or attempts have been made to obstruct them.

Disciplinary proceedings against Company employees may be initiated based on the severity of the violation, applying the principles of proportionality, as well as the criteria of correlation between the infraction and the sanction, and in any case, in compliance with the procedures established by current legislation and the Disciplinary System outlined in the Company’s Model 231.