whistleblowing
Generalities
“Whistleblowing” (hereinafter referred to as “Report”) means any report, coming from all the subjects indicated in the continuation of the document, concerning conduct (of any nature, even merely omissive) referable to Personnel and/or non-compliant Third Parties/in violation of laws and regulations, the Code of Ethics and the 231 Organizational Model of S3K S.p.A. (hereinafter also Company).
Purpose
The procedure is intended to regulate the manner of making and handling reports, sent or forwarded by any of the individuals concerned, including anonymously, concerning alleged irregularities or wrongdoing of which they have become aware.
More in detail, the procedure, on the one hand, describes and regulates the process of reporting alleged irregularities or offenses, providing the reporter with clear operational indications about the subject, contents, recipients and methods of transmission of reports, as well as regarding the forms of protection arranged by the Company in accordance with regulatory provisions; on the other hand, that of regulating the methods of ascertaining the validity and substantiation of reports in order to take appropriate corrective and disciplinary action, if necessary.
Recipients are Top Management, members of the Corporate Bodies and the Supervisory Board, Employees, Partners, Customers, Suppliers, Consultants, Collaborators and Shareholders in possession of information regarding conduct concerning behavior (of any nature, even merely omissive) referable to Personnel and/or Third Parties that does not comply/in violation of laws and regulations, the Code of Ethics and the 231 Organizational Model of the Company:
This procedure, which is available on the institutional website and the corporate intranet, applies to S3K S.p.A., which guarantees its correct and constant application, as well as its maximum dissemination internally and externally through the institutional sext, while respecting the obligations of confidentiality and the prerogatives of autonomy and independence.
Definitions
Within this Procedure, the terms below have the following meanings:
- Reports: any information, even if anonymous, concerning (i) violations or suspected/presumed violations referred to in Article 2 paragraph 1 letter a of Legislative Decree 24/2023 and/or (ii) behaviors or practices that do not comply with the provisions of the Code of Ethics, the Organization and Management Model adopted pursuant to Legislative Decree no. 231 of 2001, the Environmental and Workplace Safety Management System, the Procedures inherent to the management and security of information systems, the Procedures of the data protection and data governance system and the like.
- Whistleblower: the person making the Report whether employee (including top management), collaborator, member of the corporate bodies, supplier, partner, shareholder;
- Supervisory Board (“SB”): the body appointed by the Company’s Board of Directors pursuant to Legislative Decree No. 231 of 2001;
Internal “Whistleblowing” Channel: the internal body responsible for the application of this procedure and the timely transmission of the violation to the Supervisory Board where such a report is relevant under Legislative Decree No. 231/01.
Subject and Contents of the Report
The following conduct is subject to reporting where it becomes known on occasion and/or cause or otherwise within the scope of the employment/collaboration or business relationship:
- Violations or suspected violations relevant pursuant to and for the purposes of Legislative Decree No. 24 of 2023 (Administrative, accounting, civil or criminal offenses; Illicit conduct relevant pursuant to Legislative Decree No. 231; Offenses falling within the scope of European Union acts relating to the following areas: public procurement; services, products and financial markets and prevention of money laundering and financing of terrorism; 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 security of information networks and systems; Acts or omissions relating to the internal market (by way of example: Competition and state aid violations); Acts or conduct that frustrate the object or purpose of the provisions of Union acts);
- Potential irregularities in the area of market abuse pursuant to EU Regulation 596/2014;
Violations of the provisions dictated in function of the prevention of money laundering and financing of terrorism; - Behaviors or practices that do not comply with the provisions of the Company’s Code of Ethics, , the Organization and Management Model adopted by the Company, as well as the current internal procedural framework referred to therein, if any.
Whistleblowing does not concern grievances of a personal nature of the whistleblower or claims/complaints that fall under the discipline of the labor relationship or relations with the hierarchical superior or colleagues, for which reference should be made to the Human Resources Department, which will handle them in accordance with internal procedures and labor relations regulations
The Report may also be received anonymously. In any case, however, Reports must be circumstantiated and based on precise and concordant elements, relate to verifiable facts, and contain all the elements useful to carry out the checks and verifications necessary to assess their merits.
Therefore, it is important that the reporter:
- Report, in a clear, complete, and circumstantial manner, where and when the reported facts occurred;
- Give generalities or other elements that would make it possible to identify the person who committed what was reported;
- Indicate any other persons who may report on the facts that are the subject of the report;
- Indicate/provide any documents that may confirm the merits of the Report;
- Indicate any private interests related to the report;
- Provide any other information or evidence that may constitute useful evidence about the existence of what was reported.
Reporting mode
The Company has established appropriate channels of communication to ensure the confidentiality of the identity of the Whistleblower and the proper handling of related Reports (even if not named).
Reports can be made through the web platform:
https://whistleblowing.S3Kgroup.it or through the Internal Whistleblowing Reporting Office. By registering the report on the portal, a unique identification code (“key code”) will be assigned, which can be used to “dialogue” with the recipient of the report and to be informed about the processing status of the submitted report.
Duties and responsibilities
The Office of Management of the internal reporting channel “Whistleblowing” is responsible for the application of this procedure and is in charge of receiving and managing Reports and sending them to the Supervisory Board, only for any profiles with D.lgs. 231/01 relevance, if it is necessary to assess the possible initiation of further investigations under the applicable regulations.
The Internal Reporting Channel Management Office must acknowledge the report received within 7 days while the outcome must be received within 90 days of the report being made.
In the case of transmission of the Report to other structures/functions/third parties for the performance of investigative activities, only the contents of the Report must be forwarded, eliminating all references from which it is possible to trace, even indirectly, the identity of the Reporting Party, unless this is not possible due to the characteristics of the investigations to be carried out. In such a case, the same duties of conduct aimed at ensuring the confidentiality of the Whistleblower shall be imposed on those involved in carrying out the investigation.
It will be the responsibility of the assigned structures to carry out all the necessary verifications and send a report on the investigation activities carried out and the outcome of the findings to the Internal Reporting Channel Management Office and/or the Supervisory Board.
Based on the information provided, the internal reporting channel and/or the Supervisory Board will consider whether to:
- proceed with the filing of the Report due to the objective absence of unlawful conduct and/or irregularities or due to the absence of obvious and/or reasonable grounds for initiating further investigation;
- initiate an audit or fraud investigation activity;
- it is necessary to involve the Judicial Authority;
- it is necessary to involve administrative bodies or independent authorities vested with supervisory and control functions;
- which corporate functions to involve in the event of a Report in “bad faith” (i.e., a Report that is manifestly opportunistic and/or made with malice or serious misconduct) in order to define any action to be taken against the Whistleblower.
If the Report is found to be well-founded, the Company shall take appropriate measures and necessary actions to protect the Company.
It is the responsibility of the Office of Internal Reporting Channel Management to ensure:
- the traceability of Reports and related investigative activities;
- the preservation of the documentation inherent to the Reports and related verification activities, in appropriate paper/IT files, ensuring the appropriate levels of security/confidentiality;
- the preservation of the Reports and documentation inherent to them for a period of time not exceeding that necessary for the purposes for which the data were collected or subsequently processed and in any case in compliance with the Policy and procedures for the protection of personal data in force in the Company (5 years);
- the communication of Reports to the Supervisory Board, if, following the in-depth investigations carried out, the same are found to be relevant under the Organizational Model and Legislative Decree 231/01.
The functions involved in the activities of verifying the merits of the Report ensure, each to the extent of its competence, the traceability of the data and information and provide for the preservation and archiving of the documentation produced, paper and/or electronic, so as to allow the reconstruction of the different stages of the process itself.
Confidentiality and prohibition of retaliation and/or discriminatory measures
The Company ensures the taking in charge, in the ways described above, of all Reports having the characteristics set forth in Chapter 5 even if, as mentioned, they are made in a non-nominative form.
It is the duty of the Office for the management of the internal reporting channel to guarantee the confidentiality of the Whistleblower from the moment of taking charge of the Report, also in order to avoid the risk of retaliation and/or discrimination against the person making the Report.
Without prejudice to the rights recognizable under Articles 15 et seq. of Regulation (EU) 2016/679 (GDPR) as recalled by Article 13 paragraph 3 of Legislative Decree 24 of 2023, the Reporting and the attached documentation may not be subject to vision or extraction of copies by any applicant.
With the exception of cases in which there is a liability by way of libel and slander under the provisions of the Criminal Code or Article 2043 of the Civil Code, as well as cases in which anonymity is not enforceable by law (such as, for example, criminal, tax or administrative investigations, inspections by supervisory bodies), the identity of the Reporting Party is in any case protected at any stage following the Reporting; therefore, subject to the exceptions mentioned above, the identity of the Reporting Party may not be revealed without its express consent.
Specifically with regard to the scope of disciplinary proceedings, the identity of the Whistleblower may be disclosed to the head of the corporate function in charge of disciplinary proceedings and/or the accused only in cases where:
there is the express consent of the Whistleblower;
the accusation of the disciplinary charge is based solely on the Reporting and the knowledge of the identity of the Reporting person is absolutely essential to the defense of the accused, as requested by the latter and motivated in writing.
In any case, the processing of personal data of the persons involved and/or mentioned in the Reports made pursuant to this procedure will take place, insofar as compatible, in accordance with current legislation and company procedures on the protection of personal data.
The Company does not allow or tolerate against the Reporting Person any acts of retaliation or discrimination, direct or indirect, affecting working conditions for reasons related, directly or indirectly, to the Reporting. Retaliatory and/or discriminatory measures include all unjustified disciplinary actions and any other form of retaliation that results in a downgrade of working conditions.
Breach of the obligation of confidentiality or the performance of retaliatory or discriminatory acts against the Whistleblower is a source of disciplinary liability, without prejudice to any further form of liability provided for by law.
Any form of retaliation or discrimination affecting the working conditions of those who cooperate in the activities of verifying the merits of the Report is also prohibited.
The person who believes that he or she has suffered discrimination for having reported an offence or irregularity must inform, in detail, the internal reporting channel which, in the case of a positive finding, reports the hypothesis of discrimination to the competent structures, functions or bodies. The measures taken by the internal reporting channel in case of discrimination shall be reported to the Supervisory Board.
Notwithstanding the above, any forms of abuse of this Policy, such as Reports that prove to be unfounded, manifestly opportunistic, and/or made with malice or gross negligence (so-called “Reports in bad faith”), are in any case a source of liability.
Click here to view the Whistleblowing disclosure.
