Procedure for reports of offences and irregularities

1. FOREWORD

The Emu Group S.p.a., hereinafter, also, "EMU", in line with its spirit, recognising its social function, intends to comply with current whistleblowing legislation. Whistleblowing, in fact, is an act of manifestation of civic sense, by means of which the whistleblower contributes to the emergence and prevention of breaches or behaviours, acts or omissions that harm the public interest or the integrity of the public administration or of EMU.

2. DEFINITIONS

The expression "A.N.A.C." is understood as the National Anti-Corruption Authority.

“Follow up” shall be understood as the action taken by the Whistleblower and by the recipient referred to in article 13 below to assess the existence of the reported facts, the outcome of the investigations and any measures taken.

The term "person involved" means the natural or legal person mentioned in the internal or external report or in the public disclosure as the person to whom the breach is attributed or as the person in any case involved in the breach reported or disclosed publicly.

The expression "whistleblower" refers to the natural person who makes a report or public disclosure of information on breaches of national or European Union legislation affecting the public interest or the integrity of the public administration or EMU of which they have become aware in a work context.

The expression "feedback" is understood as the communication to the reporting person of information relating to the follow-up that is given or that is intended to be given to the report.

The expression "whistleblowing" is understood as the written or verbal communication of information regarding breaches. Through the report, the whistleblower provides information, including well-founded suspicions, concerning breaches committed, or which, on the basis of concrete elements, could be committed in the EMU, including elements concerning behaviours aimed at concealing such breaches.

3. REGULATORY SOURCE AND NATURE OF THE INSTITUTE

- EU Directive 1937/2019

-  Italian Legislative Decree 24/2023

- Code of Ethics

- Guidelines on the protection of whistleblowers against breaches of EU law and protection of whistleblowers against breaches of national law. ANAC Resolution no. 311 of 12 July 2023.

4. PURPOSE AND SCOPE OF THE DOCUMENT

The purpose of this document is to remove the factors that may hinder or discourage the use of the institution, such as doubts and uncertainties about the procedure to be followed and fears of retaliation or discrimination.

5. PURPOSE OF THE REPORT

The report, written or verbal, contains information on breaches, or those behaviours, acts or omissions that harm the public interest or the integrity of the public administration or of EMU and that, among others, may consist of administrative, accounting, civil or criminal offences.

The information subject to the report also includes well-founded suspicions, concerning breaches committed or which, on the basis of concrete elements, could be committed within EMU, as well as elements concerning conducts aimed at concealing such breaches.

Complaints of a personal nature of the whistleblower or claims/requests that fall within the discipline of the employment relationship or relationships with the hierarchical superior or colleagues must not be reported, for which reference must be made to the Human Resources Office in the established manner.

6. CONTENTS OF THE REPORTS

The whistleblower must provide all useful elements to enable the competent offices to carry out the necessary and appropriate checks and verifications to confirm the validity of the facts reported. Anonymous reports, i.e. without any element allowing their author to be identified, will only be taken into account if they relate to particularly serious facts and their content is adequately detailed. The requirement of truthfulness of the facts or situations reported, to protect the people involved, remains unaffected.

7. PEOPLE WHO CAN MAKE THE REPORT

The following may report:

• those who work for EMU, such as employees, self-employed workers, holders of a collaboration relationship, workers or collaborators of contractors or suppliers, freelancers and consultants, volunteers and trainees, paid and unpaid.
• Shareholders.
• Persons with functions of administration, direction, control, supervision or representation, even if these functions are exercised merely de facto.

In addition to the legal relationship legitimising the same, reports may also be made:

1. when the legal relationship has not yet started, if the information on breaches was acquired during the selection process or at other pre-contractual stages;
2. during the trial period;
3. after the dissolution of the legal relationship if the information on the breaches was acquired during the course of the relationship.

8. METHOD

EMU makes available to reporting persons a software application accessible through the Internet. The software application guarantees absolute confidentiality and encryption of the data of the whistleblower, the person involved and the report, as they are accessible only by those who are entitled to receive them.

Reports shall be made in writing, also digitally, or verbally. Verbal internal reports are made through telephone lines or voice messaging systems or, at the request of the reporting person, through a direct meeting set within a reasonable time.

9. WHISTLEBLOWING OFFICER

All reports are sent to the Whistleblowing Officer who is entrusted with the management of the whistleblowing channel. The function of Whistleblowing Officer is entrusted to Mr. Alessandro Frillici, a person not employed by EMU, who guarantees an adequate degree of autonomy and is in possession of the skills and abilities necessary to fulfil the task.

 

10. DUTIES OF THE WHISTLEBLOWING OFFICER

It is the responsibility of the Whistleblowing Officer to:

a) issue a notice of receipt of the report to the whistleblower within seven days from the date of receipt;

b) liaise with the whistleblower and request additions from the latter, if necessary;

c) liaise with the recipients so that they can diligently follow up on the reports received;

d) on the basis of the activities carried out by the recipients, provide feedback to the report within three months from the date of the notice of receipt or, in absence of such notice, within three months from the expiry of the seven-day period from the submission of the report;

e) assist the internal resources of EMU in defining the content and methods of communication so that clear information is made available on the channel, procedures and conditions for making internal reports, as well as on the channel, procedures and conditions for making external reports. The aforementioned information must be exposed and made easily visible at the workplace, as well as accessible to people who, although not attending the workplace, are among those who can make reports. This information will also be published in a dedicated section of EMU’s website.

11. FACILITATOR

The whistleblower may be assisted by a "facilitator" or a natural person who assists a whistleblower in the whistleblowing process, operating within the same working context and whose assistance must be kept confidential.

12. ACTIVITIES TO VERIFY THE VALIDITY OF THE REPORT

The Whistleblowing Officer checks the formal admissibility of the report, giving notice of receipt, within the deadlines, to the whistleblower.

In the event of a positive finding, they identify, pursuant to art. 13 below, the recipient of the report and transfer to the latter the information in their possession, in compliance with the principles envisaged in art. 5 of Reg. EU 679/2016.

It is the responsibility of the Recipient, identified in compliance with art. 13, to diligently follow up on the report, also making use of EMU's supervisory bodies and, finally, if necessary, of external specialists.

The Whistleblowing Officer and the Recipients carry out their activities in compliance with the principles of impartiality and confidentiality, acting in the best way for the solution of the whistleblowing.

13. RECIPIENTS OF THE REPORT

The CEO identifies and defines the persons (recipients) to whom reports are to be forwarded in relation to the specific circumstances of the report, the subject matter of the report and the recipient's expertise, skills and powers.

The Whistleblowing Officer ensures that the appropriate recipient is informed and that they actively strive to follow up on the report received.

In the event that a recipient is involved in the report, their hierarchical Manager is affected, if the report involves the Chairman, the Board must be informed. If it is not possible to forward the report to any senior management, and the Whistleblowing Officer is unable or does not have adequate powers to follow up, it must be forwarded to A.N.A.C..

List of recipients

Subject	Recipient[MOU1]
Corruption	CEO
Incitement to corruption	CEO
Theft	Human Resources
Conduct that breaches national or European Union regulations that harms the public interest or the integrity of a public administration or of Emu Group Spa	CEO
Bullying is a together of harassing, repeated and lasting conduct directed against workers, aimed at damaging their psychophysical integrity or at excluding them from the company. Cases of simple quarrels or simple hostility are excluded.	Human Resources
Other offences against the P.A. (bribery, embezzlement, trafficking in illicit influences,	CEO
Violent or harassing behaviour	Human Resources
Code of Ethics breach	CEO
Breach of the tender procedure and other contracts	CEO
Staff selection and recruitment procedure breach	CEO
Conflict of interest	CEO
Dissemination of confidential information/breach of obligation of confidentiality	CEO
Breach of the rules on health and safety at work	Employer
Breach of the rules for the protection of privacy and protection of personal data and security of networks and information systems	CEO
Undue perception of allocations, fraud to the detriment of the State or of a public entity for obtaining public allocations	CEO
Miscellaneous	CEO

 

 

14. FORMS OF PROTECTION FOR WHISTLEBLOWERS

Confidentiality obligations on the identity of the whistleblower.

The reports cannot be used beyond what is necessary to give adequate follow-up to the same.

 The identity of the whistleblower and any other information from which such identity may be inferred, directly or indirectly, may not be disclosed, without the express consent of the whistleblower, to persons other than those competent to receive (recipients) or follow up on reports, expressly authorised to process such data.

In the context of criminal proceedings, the identity of the whistleblower is covered by secrecy in the manner and within the limits provided for by article 329 of the Italian Code of Criminal Procedure.

In the context of the disciplinary procedure, the identity of the whistleblower cannot be revealed, where the dispute of the disciplinary charge is based on separate and additional findings with respect to the report, even if consequent to the same. If the dispute is based, in whole or in part, on the report and knowledge of the identity of the whistleblower is indispensable for the accused's defence, the report shall be usable for the purposes of disciplinary proceedings only if the whistleblower has expressly consented to the disclosure of their identity and has been informed in writing of the reasons for disclosing the confidential data.

The whistleblower is notified by written communication of the reasons for the disclosure of the confidential data, when the disclosure of the identity of the whistleblower and the information is also essential for the defence of the person involved.

Without prejudice to the regulations, the person involved can be heard, or, at their request, heard, directly physically present, or by video conference and also by means of a precautionary procedure through the acquisition of written observations and documents.

Prohibition of retaliation against the whistleblower

Whistleblowers cannot be retaliated against.

The following are some cases that, if they are attributable to whistleblowing activity, pursuant to art. 17 Sub. 4 of Italian Legislative Decree 24/2023 constitute retaliation:

a) dismissal, suspension or equivalent measures;

b) demotion or non-promotion;

c) change of duties, workplace, reduction of salary, change of working hours;

d) suspension of training or any restriction on access to the same;

e) negative merit notes or references;

f) adoption of disciplinary measures or other penalties, including fines;

g) coercion, intimidation, harassment or ostracism;

h) discrimination or otherwise unfavourable treatment;

i) failure to convert a fixed-term employment contract into an open-ended employment contract, where the worker had a legitimate expectation of such conversion;

l) non-renewal or early termination of a fixed-term employment contract;

m) damages, including to the person's reputation, in particular on social media, or economic or financial prejudices, including loss of economic opportunities and loss of income;

n) inclusion on improper lists on the basis of a formal or informal sectoral or industrial agreement, which may result in the impossibility for the person to find employment in the sector or industry in the future;

o) early termination or cancellation of the contract for the supply of goods or services;

p) cancellation of a license or permit;

q) request for submission to psychiatric or medical investigations.

Current legislation provides for presumptions:

1. that the prohibited conduct, acts or omissions were carried out as a result of the whistleblowing, public disclosure or complaint to the court or accounting authorities.
2. that the damage is the result of the whistleblowing, public disclosure or reporting to the judicial or accounting authorities.

The burden of proving that such conduct or acts are motivated by reasons unrelated to the whistleblowing, public disclosure or complaint is on the person who has carried them out.

No form of retaliation or discriminatory measure, direct or indirect, affecting working conditions for reasons directly or indirectly related to the whistleblowing, is permitted or tolerated against the employee who makes a report pursuant to this procedure.

Safeguarding the whistleblower

The whistleblower may communicate to A.N.A.C. the retaliation they deem to have suffered.

A.N.A.C. informs the National Labour Inspectorate, for the measures within its jurisdiction.

In any case, in compliance with Italian Law, acts undertaken in breach of article 17 of Italian Legislative Decree 24/2023 are void.

Extension of protection

The protection measures envisaged by Italian Legislative Decree 24/2023, are also applicable:

a) to the facilitators;

b) to persons in the same employment context as the whistleblower, the person who has filed a complaint with the judicial or accounting authorities or the person who has made a public disclosure and who are linked to them by a stable emotional bond or kinship within the fourth degree;

c) to co-workers of the whistleblower or of the person who has filed a complaint with the judicial or accounting authorities or made a public disclosure, who work in the same context as the same and who have a habitual and current relationship with said person;

d) to the entities owned by the whistleblower or the person who has filed a complaint with the judicial or accounting authorities or who has made a public disclosure or for whom the same persons work, as well as to the entities that operate in the same working context as the aforementioned persons.

15. RESPONSIBILITY OF THE WHISTLEBLOWER

This procedure is without prejudice to the criminal and disciplinary liability of the whistleblower in the event of slanderous or defamatory whistleblowing pursuant to the Italian Criminal Code and art. 2043 of the Italian Civil Code.

Any forms of abuse of this policy, such as manifestly opportunistic reports and/or reports made for the sole purpose of damaging the person involved or other persons, and any other hypothesis of improper use or intentional exploitation of the institution covered by this procedure, are also a source of liability in the disciplinary and other competent bodies.

16. WHISTLEBLOWING LEVELS

Notification to A.N.A.C.

The whistleblower may make a report to A.N.A.C. if, at the time of submission, one of the following conditions is met:

a) the internal whistleblowing channel is not active;

b) the same has already made an internal report and it has not been followed up;

c) has reasonable grounds to believe that, if they make an internal report, it will not be effectively followed up or that the same report may determine risk of retaliation;

d) has well-founded reasons to believe that the breach may constitute an imminent or obvious danger to the public interest.

Disclosure

The whistleblower may make a public disclosure and benefits from the protection provided by the Law if, at the time of the public disclosure, one of the following conditions is met:

a) the whistleblower has previously made an internal and external report or has directly made an external report, as per the regulations and no response has been given within the terms regarding the measures envisaged or adopted to follow up on the reports;

b) the whistleblower has well-founded reasons to believe that the breach may constitute an imminent or obvious danger to the public interest;

c) the whistleblower has well-founded reasons to believe that the external report may involve the risk of retaliation or may not be effectively followed up due to the specific circumstances of the specific case, such as those in which evidence may be concealed or destroyed or in which there is a well-founded fear that the person who received the report may be in collusion with the perpetrator of the breach or involved in the breach itself.

17. DOCUMENTATION

Reports and related documentation are kept for the time necessary to process the report and in any case no later than five years from the date of communication of the final outcome of the whistleblowing procedure, in compliance with the obligations of confidentiality.

If a recorded telephone line or another recorded voice messaging system is used for the report, the report, with the consent of the whistleblower, is documented by the staff by recording on a device suitable for storage and listening or by full transcription. In the case of a transcript, the whistleblower may verify, correct or confirm the content of the transcript by signing the same.

If a non-recorded telephone line or another non-recorded voice messaging system is used for the report, the report is documented in writing by means of a detailed report of the conversation by the assigned personnel. The whistleblower may verify, correct and confirm the content of the transcript by signing the same.

When, at the request of the whistleblower, the report is made verbally during a meeting with the staff member in charge, it is documented, subject to the consent of the whistleblower, by the staff member in charge by means of a recording on a device suitable for storage and listening or by means of minutes.

In the case of minutes, the whistleblower may verify, correct and confirm the minutes of the meeting by signing the same.

18. PERSONAL DATA

All processing of personal data, including communication between the competent authorities, must be carried out in compliance with Regulation (EU) 2016/679, Italian Legislative Decree 196 of 30 June 2003 and Italian Legislative Decree 51 of 18 May 2018.

Personal data that are manifestly not useful for the processing of a specific report are not collected or, if accidentally collected, are immediately deleted.

The rights pursuant to articles 15 to 22 of Regulation (EU) 2016/679 cannot be exercised by a request to the Controller or with a complaint pursuant to article 77 of the Regulation if the exercise of these rights may result in an effective and concrete prejudice to the confidentiality of the identity of the whistleblower.

The processing of personal data relating to the receipt and management of reports is carried out by EMU as Controller and by the Whistleblower, as Processor, in compliance with the principles envisaged in articles 5 and 25 of Regulation (EU) 2016/679, providing suitable information to whistleblowers and persons involved pursuant to articles 13 and 14 of the same Regulation (EU) 2016/679, as well as adopting appropriate measures to protect the rights and freedoms of data subjects.

The Controller shall identify and implement technical and organisational measures to ensure a level of security appropriate to the specific risks deriving from the processing carried out, on the basis of a data protection impact assessment.

Any external suppliers, in addition to the Whistleblowing Officer, are appointed as Processors and the relationship is governed pursuant to article 28 of Regulation (EU) 2016/679.

19. CLOSURE

This procedure is approved by the Chief Executive Officer who communicates it to the Board of Directors and updates and disseminates it.

 

Version 1.1. created on 2 November 2023