Whistleblowing Policy

WHISTLEBLOWING COMMUNICATIONS MANAGEMENT PROCEDURE

(WHISTLEBLOWING POLICY)

 

Introduction

With Directive 2019/1937, the European Union has renewed the regulations regarding the protection of individuals reporting violations of Union law, aiming to establish a minimum standard for whistleblower rights protection in all Member States. Italy has implemented the European Directive through Legislative Decree March 10, 2023, No. 24 (hereinafter the "Decree").

By adopting this Policy, the company ANODALL EXTRUSION S.P.A (hereinafter, the "Company") aims to comply with the aforementioned regulatory provisions and the guidance provided by ANAC.

The objective is to provide clear operational instructions to whistleblowers regarding the subject matter, contents, recipients, and methods of transmitting reports.

The reporting process ensures the confidentiality of the whistleblower's identity from the time of receipt and in all subsequent contacts. In accordance with Article 5, paragraph 1, letter e) of the Decree, this policy provides information on channels, procedures, and prerequisites for making internal and external reports.

1) Reporting Parties

Reports can be made by the following parties:

a) Subordinate workers, including those engaged in:

    • part-time, intermittent, fixed-term, temporary, apprenticeship, accessory work (regulated by Legislative Decree no. 81/2015);
    • occasional performances (under Article 54-bis of Legislative Decree no. 50/2017, converted by Law no. 96/2017);

b) Self-employed workers

    • with a work contract (Article 2222 of the Civil Code);
    • with a collaboration agreement (under Article 409 of the Civil Procedure Code), such as agency relationships, commercial representation, and other collaborative relationships that involve continuous and coordinated work, predominantly personal, even if not subordinate in nature;
    • with a collaboration relationship involving exclusively personal, continuous work, organized by the client;

c) Collaborators working for entities providing goods, services, or executing works on behalf of the Company;

d) Freelancers and consultants providing their services to the Company;

e) Volunteers and interns, both paid and unpaid, working for the Company;

f) Shareholders and individuals with administrative, managerial, supervisory, or representative functions, even if exercised informally within the Company (e.g., Board of Directors or Supervisory Board members).

The protection of reporting individuals (Article 8 of this Policy) also applies when the report, complaint to the judicial or accounting authority, or public disclosure of information occurs in the following cases:

a) When the legal relationship described above has not yet begun, if information about violations has been acquired during the selection process or other pre-contractual phases;

b) During the probationary period;

c) After the dissolution of the legal relationship if information about violations was acquired during the relationship itself.

2) Object of the Reporte

Reports can concern European and national wrongdoings (Article 3, paragraph 2, letter a, Legislative Decree No. 24/2023)

In more detail, reportable violations may include:

a) Violations of national or European provisions that involve offenses in the following sectors: public procurement; services, products, and financial markets; prevention of money laundering and terrorist financing; product safety and compliance; transport safety; environmental protection; radiation protection and nuclear safety; food and feed safety and animal health and welfare; public health; consumer protection; privacy and personal data protection; and network and information system security;

b) Violations of European provisions involving: i) acts or omissions that harm the financial interests of the Union; ii) acts and omissions concerning the internal market; iii) acts and behaviors undermining the purpose or objectives of Union acts in the above-mentioned sectors.

3) Reporting Channels: Internal, External, Public Disclosure.

The Company has established an internal reporting channel that ensures the confidentiality of the whistleblower's identity, as well as the individuals involved and mentioned in the report, and the content of the report and related documentation.

The Company has identified and formally appointed Ms. Elisa Fulegatti as the "Reporting Manager," responsible for the Quality, Health, Safety, and Environment Office.

In case of prolonged absence of the Reporting Manager, Ms. Elena Biroli, from the Human Resources Office, is indicated as her substitute. Reports should be addressed to the latter even in cases where the Reporting Manager is in a conflict of interest.

The regulations require that whistleblowing reports be initially submitted using the internal reporting channel.

Reporting through the external channel, established and managed by ANAC, can only be done under certain conditions[1], and public disclosure is subject to even stricter conditions[2], while still allowing reports to the judicial authority.

[1] Whistleblowers can use the external channel (ANAC) when:

  • there is no mandatory activation of the internal reporting channel within the work context, or if this, even if mandatory, is not active or, if activated, does not comply with legal requirements; 
  • the whistleblower has already made an internal report, and it has not been followed up;
  • the whistleblower has reasonable grounds to believe that, if an internal report were made, it would not be effectively followed up or that the report could pose a risk of retaliation;
  • the whistleblower has reasonable grounds to believe that the violation could constitute an imminent or obvious danger to public interest.

[2] Whistleblowers can directly make a public disclosure when:

  • the whistleblower has previously made an internal and external report or has made a direct external report, and no response has been received within the established deadlines regarding the measures taken or adopted to address the reports;
  • The reporting person has reasonable grounds to believe that the violation may pose an imminent or clear danger to public interest;
  • The reporting person has reasonable grounds to believe that external reporting may entail the risk of retaliation or may not be effectively followed up due to the specific circumstances of the particular case. These circumstances include situations where evidence may be concealed or destroyed, or where there is a well-founded fear that the recipient of the report may be colluding with the perpetrator of the violation or involved in the violation itself.

4) Preconditions and Conditions for Reporting

Whistleblowing reports can be made only if the following conditions are met cumulatively:

  • when there is information, including well-founded suspicions, regarding violations committed or that, based on concrete elements, may be committed of national or European Union legal provisions that harm public interest or the Company's integrity, as well as regarding conduct aimed at concealing such violations (listed in Article 2 of this Policy);
  • when such information is learned, or suspicions arise, within the work context.

Reports exclusively related to:

  • controversies, claims, or requests linked to the personal interests of the reporter;
  • individual employment or collaboration relationships of the reporter with the Company or hierarchically superior figures;
  • aspects of the private life of the reported individual without any direct or indirect connection to business and/or professional activities.

Moreover, reports are not allowed if they are:

  • pretextual, defamatory, slanderous, or aimed solely at harming the reported individual;
  • related to violations that the reporter knows to be unfounded.

5) Content of Reports

The report, under penalty of inadmissibility, must include:

1.    identifying information of the reporting person, as well as a contact address for further updates;

2.    a clear, complete, and detailed description of the reported facts;

3.    the time and place details of the reported facts, including circumstances, and, where applicable, the manner in which the reporter became aware of the reported facts;

4.    details or other elements allowing the identification of the person(s) deemed responsible for the reported facts;

5.    information about any other individuals who can provide information about the reported facts;

6.    indication of any documents that can confirm the validity of the reported facts;

7.    any other information that may provide useful verification of the reported facts.

8.    an expressed statement of wanting to benefit from whistleblower protections (e.g., by indicating on the postal envelope "confidential to the Reporting Manager").

Anonymous reports or reports from which the identity of the reporter cannot be derived will not be considered.

6) Reporting Methods

Whistleblowing reports can be made through the following methods:

a) calling the dedicated telephone number +39 342 6164348, for use solely by the Reporting Manager mentioned in point 3 above;

b) upon the reporter's request, through a direct meeting with the Reporting Manager;

c) by regular mail, placing the report in two sealed envelopes, including in the first one the identifying information of the reporter along with an identification document, and in the second one, the subject of the report. Both envelopes must then be placed in a third envelope bearing the inscription "Confidential to the Reporting Manager" and addressed to: Reporting Manager – QHSE Office ANODALL EXTRUSION S.P.A.– Via del Lavoro 1 - 37060 Trevenzuolo (VR)

Receipt of reports is suspended during the Company's closing periods and hours.

7) Handling of Reports

This procedure regulates the process of receiving, analyzing, and handling reports of illicit conduct that the reporting party has become aware of in the context of the work environment.

In managing the internal reporting channel, the Reporting Manager (hereinafter simply "the manager") operates as follows.

Receipt of the Report

The Reporting Manager issues an acknowledgment of receipt of the report within seven days of the receipt date. The notice will be sent to the address indicated by the reporter, and if not indicated, the report will be archived.

The Company will proceed with the custody and archiving of reports received by regular mail through suitable tools to ensure confidentiality in archives protected by security measures accessible only to the Reporting Manager.

Oral reports made in the forms indicated in this Policy are documented by the Reporting Manager, either by recording on a device suitable for preservation with the prior consent of the reporter or by a written record.

In the case of a direct meeting with the reporter, a specific meeting report will be drawn up, signed by both the manager and the reporter, with a copy provided to the latter.

Communication with the Reporter and Supplementing the Report

The manager maintains communications with the reporter and may request, if necessary, supplements to the report.

In the case of a report mistakenly transmitted/received by a person not authorized to receive it, and if it is evident that it is a whistleblowing report, that person is obliged to promptly acknowledge its receipt to the reporting manager, in any case within 7 (seven) days from such receipt, providing immediate notice of such transmission to the reporter, subject to all confidentiality obligations stipulated in this policy, including potential liability for any violation thereof.

Examination of the Report

The manager follows up on the received reports, preliminary evaluating:

  • the existence of formal admissibility requirements for the report;
  • the legitimacy of the reporter;
  • whether the report falls within the scope of the rule.

Following the preliminary check:

  • if the prerequisites are not met, the report is archived with a statement of the reasons;
  • if the prerequisites are met, the investigation is initiated.

Investigation

The manager ensures the proper conduct of the investigation through:

  • evaluating the time and place circumstances of the event;
  • collecting documents and information;
  • involving external parties (if necessary to seek the technical assistance of third-party professionals) or other company functions, obligated to cooperate with the reporting manager;
  • hearing any other internal/external parties, as necessary.

The investigation is conducted in accordance with the following principles:

  • necessary measures are taken to prevent the identification of the reporter and persons involved;
  • verifications are conducted by individuals with the necessary qualifications, and activities are properly traced and archived;
  • all parties involved in the evaluation maintain the confidentiality of received information, unless otherwise provided by law;
  • verifications are carried out ensuring the adoption of appropriate measures for the collection, use, disclosure, and storage of personal information and ensuring that the needs of the investigation are balanced with the protection of privacy;
  • appropriate measures are guaranteed to manage any conflicts of interest if the report concerns the recipient.

Feedback to the Reporter

Within three months from the date of the receipt notice or, in the absence of such notice, within three months from the expiration of the seven-day deadline from the report submission, the recipient provides feedback on the report, communicating alternatively:

  • the archiving, providing the reasons for the decision;
  • the validity of the report and the referral to the competent internal bodies for the related follow-ups;
  • the activities carried out and still to be performed (in the case of reports that require additional time for verification) and any measures taken (measures taken or referral to the competent Authority).

8) Whistleblower Protection

Whistleblowers cannot face any form of retaliation.

The law indeed provides that those who make a report cannot be sanctioned, demoted, dismissed, transferred, or subjected to any organizational measure that directly or indirectly has negative effects on working conditions or discriminatory or retaliatory effects against them.

The reasons leading a person to report or disclose publicly are irrelevant for their protection.

In the context of judicial or administrative proceedings, or even non-judicial proceedings aimed at establishing prohibited behaviors towards whistleblowers, it is presumed that such behaviors have been carried out because of the report, public disclosure, or denunciation to the judicial or accounting authority. The burden of proving that such conduct towards whistleblowers is motivated by reasons unrelated to the report, public disclosure, or denunciation lies with the party that carried them out.

Moreover, the alleged discriminatory or retaliatory measures suffered must be reported to ANAC (National Anti-Corruption Authority), which alone is entrusted with the task of ascertaining whether the retaliatory measure is a consequence of reporting offenses and applying, in the absence of proof by the Company that the measure taken is unrelated to the report, an administrative pecuniary sanction.

9) Whistleblower's Liability

This procedure does not prejudice the criminal and disciplinary liability of the whistleblower in the event of false or defamatory reporting under the Criminal Code and Article 2043 of the Civil Code.

Forms of abuse of the whistleblowing procedure, such as manifestly unfounded reports and/or reports made solely to harm the reported party or other subjects, and any other case of improper use or intentional instrumentalization of the procedure, are also a source of liability in disciplinary and other competent venues.

10) Guarantees for the Reported Subject

The Company guarantees the right of the reported party to be informed (within a reasonable period) about any reports involving them, ensuring the right to defense where disciplinary measures are taken against them.

11) Processing of Personal Data. Confidentiality

Any processing of personal data will be carried out in compliance with Regulation (EU) 2016/679, Legislative Decree 30 June 2003, No. 196, and Articles 13 and 14 of the Decree; furthermore, failure to comply with confidentiality obligations may result in disciplinary liability, without prejudice to any additional liabilities provided by law.

The information regarding the processing of personal data following whistleblowing is available attached to this Policy and also published on the company's website.

Internal and external reports and related documentation are kept for the time necessary for the processing of the report and in any case not exceeding 5 years from the date of communication of the final outcome of the reporting procedure, in compliance with confidentiality and personal data protection obligations.

12) Entry into Force and Changes

This policy comes into effect on the same day as its adoption by the Administrative Body.

With its entry into force, all previously adopted provisions on the subject, in any communicated form, must be considered repealed, if incompatible or different, as they are replaced by these.

The Company will provide the necessary publicity by publishing it on the corporate website and posting it on notice boards.

All employees can propose, when deemed necessary, motivated additions to this policy; the proposals will be examined by the Company's Management.

This policy is subject to periodic review.

 

 

 

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