Procedure for managing reports of illicit conduct and violations (so-called Whistleblowing)

 

INDEX

Introduction

1. Internal reporting channel: general principles

1.1. Who can report?

1.2. What can be reported

1.3. What should not be reported

1.4. Contents of the report

1.5. Anonymous reports

1.6. Who receives reports through the internal channel (recipient)

1.7. How to report

1.7.1. Reports to the Supervisory Body

1.8. Management of reports

1.8.1. Protections for the Reporter

1.8.2. Protections for the reported person

1.9. Sanctions

2. Other reporting channels

2.1. External reporting channel

2.2. Public disclosure

 

Introduction

Whistleblowing is the reporting system through which an individual contributes or can contribute to bringing to light risks and/or potentially harmful situations, such as violations or unlawful conduct.

Doctor Hail Srl, in accordance with the provisions of Legislative Decree No. 24 of March 10, 2023, has adopted a system for managing reports of unlawful conduct and violations (so-called whistleblowing) and an internal channel for submitting such reports, the general principles of which are outlined below.

The whistleblowing system is included within the organizational, management, and control model adopted by Doctor Hail Srl pursuant to Legislative Decree 231/01 (“Model”) and is governed by a specific operational procedure.

1. Internal Reporting Channel: General Principles

1.1. Who Can Report?

The whistleblower is the person who reports or discloses information on unlawful conduct or violations ("Whistleblower") acquired in the course of their work or professional activity in relation to the Company, regardless of the nature of such activities or the fact that the employment relationship has since ended, has not yet started, or is on probation.

This includes the following individuals who provide services to the Company or operate in relation to it:

  • subordinate workers (including those with atypical, part-time, and fixed-term contracts, as well as those with a contract or employment relationship with a temporary employment agency, interns, and volunteers, paid or unpaid);
  • collaborators, self-employed workers, freelancers, and consultants;
  • shareholders, members of governing, control, supervisory, or representative bodies of the Company, even if these functions are exercised on a de facto basis.

1.2. What Can Be Reported

Reports may concern:

  • unlawful conduct and potentially relevant offenses pursuant to Legislative Decree 231/01;
  • violations of the Company's Code of Ethics and Conduct and Model;
  • violations of national regulatory provisions (criminal, civil, accounting, and administrative offenses);
  • violations of EU regulatory provisions (offenses committed in violation of European regulations relating to, among others, the following sectors: public contracts; financial services, products, and markets and prevention of money laundering and terrorist financing; transport safety; environmental protection; public health; consumer protection; privacy and data protection; and security of networks and information systems);
  • acts or omissions that harm the EU's financial interests (such as fraud, corruption, and any other illegal activity related to EU spending);
  • acts or omissions concerning the internal market that undermine the free movement of goods, people, services, and capital (e.g., violations of competition and state aid rules and corporate tax rules);
  • acts or behaviors that undermine the object or purpose of the EU provisions in the sectors mentioned above.

1.3. What Should Not Be Reported

Reports should not be made through the whistleblowing system and therefore will not be eligible for protection if they concern:

  • facts or information obtained through hearsay (e.g., rumors, mere suspicions, or assumptions) or reported by another person, i.e., not directly learned, as well as information about clearly unfounded violations or that is already public knowledge;
  • reports of unlawful conduct or violations that are not specific enough to identify reasonably sufficient facts to initiate an investigation (e.g., committed offense, reference period, persons/organizational units involved);
  • reports that are unfounded, made with the intent to harm or prejudice the reported person(s) or the Company;
  • matters related to the private sphere of the reported person (e.g., facts related to the political or religious orientations of the reported person or similar);
  • disputes, claims, or requests related to a personal interest of the Whistleblower that pertain exclusively to their individual employment or job relationships;
  • reports of unlawful conduct or violations already mandatorily governed by EU or national acts;
  • reports of unlawful conduct or violations related to national security, as well as procurement relating to aspects of defense or national security, unless such aspects fall within the relevant derived EU law.

1.4. The Content of the Report

All reports must contain precise and consistent factual elements that can allow all necessary and appropriate verifications to ascertain the validity of the reported facts, including:

  • a clear and complete description of the reported facts;
  • the time circumstances and, if known, the place where the reported facts occurred;
  • the identity, if known, or other elements that allow identifying the person who committed the reported facts (e.g., the qualification or sector in which they operate);
  • any documents that can confirm the validity of the reported facts;
  • any other information that can provide useful feedback about the existence of the reported facts (e.g., other individuals potentially aware of the facts or who could confirm the facts).

1.5. Anonymous Reports

To encourage the emergence of unlawful behavior or violations as much as possible, anonymous reports will be considered provided they are adequately substantiated.

1.6. Who Receives Reports Through the Internal Channel (Recipient)

Reports made through the internal channel can be sent to the Supervisory Body established pursuant to Legislative Decree 231/01 of the Company.

If the reported person, alleged to have engaged in unlawful conduct or violations, or the Whistleblower is one of the recipients, the report must be directed to the other recipient.

The recipient of the reports provides feedback to the Whistleblower regarding the outcome according to the provisions of Legislative Decree 24/2023, and in particular, issues an acknowledgment of receipt of the report within 7 days from the date of actual receipt and provides feedback within the next 3 months.

1.7. How to Report

1.7.1. Reports to the Supervisory Board

  • Written reports or voice messages can be delivered through the computer platform (mizar.segnalazioni.net) accessible via the web from a computer, tablet or smartphone. This reporting mode guarantees the confidentiality of the identity of the Informer, the content of the alert and its documentation.
    Where you proceed with the written report, you can, after filling in the section "Description of facts", attach, among the various types of files, a previously recorded voice message.
    If you proceed with voice message, you will need to give your consent for voice recording and then record your message. The reported I will also attach additional files to support your report. The reporting people may also attach additional files to support their reports.
  • Written report by regular mail, the so-called "analog written mode": the report must be entered in two closed envelopes, including, in the first, the identification data of the informer, together with an identity document; in the second, the subject of the alert must be included; both envelopes should then be inserted into a third envelope bearing, on the outside, the words "reserved to the operator of the alert".
  • Direct meeting between the Informer and one of the operators of the alert (e.g. the President) or all the components of the Supervisory Board, at the request of the Informer, to be fixed within a reasonable period of time and in any case not exceeding 7 working days; in this case, a report will be prepared and signed by the subjects participating in the meeting. The Whistleblower who intends to submit an Alert in oral form in the absence of a dedicated section within the platform can proceed with 2 different modes:
     
    1. Choosing the written reporting mode and requesting a direct meeting in the "Subject" field of the "General information" of the new report;
    2. Choosing the voice report mode by starting a recording of the voice message by clicking on the appropriate function and requesting the direct meeting in the recording that sets up the new report.

1.8. Managing Reports

Reports are managed in compliance with the provisions of Legislative Decree 24/2023, as well as with the principles of impartiality and confidentiality and the regulations on personal data protection, to ascertain and verify the validity of the report.

1.8.1. Protections for the Whistleblower

At every stage of the management and processing of the report, the confidentiality of the Whistleblower's identity, the individuals involved or mentioned in the report, as well as the facts described and the contents of the report and related documentation, is guaranteed in compliance with the provisions of Legislative Decree 24/2023.

Furthermore, the Company does not tolerate and prohibits retaliatory or discriminatory actions, directly or indirectly, against the Whistleblower for reasons directly or indirectly connected to the report, as provided by Legislative Decree 24/2023.

Protections are extended, pursuant to Legislative Decree 24/2023, also to:

  • the facilitator (a natural person who assists the Whistleblower in the reporting process);
  • individuals in the Whistleblower’s same work context who have a stable affectionate or kinship relationship with them up to the fourth degree;
  • the Whistleblower’s co-workers who work in the same work context and have a habitual and ongoing relationship with the Whistleblower.

1.8.2. Protections for the Reported Person

The Company also provides protection measures for the reported person (the natural or legal person mentioned in the report to whom the violation or unlawful conduct is attributed by the Whistleblower or who, according to the Whistleblower, is involved or otherwise implicated in the violation or unlawful conduct) pending the determination of their potential responsibility, to prevent the whistleblowing system from being abusively used by malicious Whistleblowers to the detriment of the reported person.

1.9. Sanctions

Without prejudice to the sanctions imposed by the National Anti-Corruption Authority (“ANAC”) pursuant to Legislative Decree 24/2023, the following conduct constitutes grounds for the application of disciplinary measures provided for in the Company’s Disciplinary System (attached to the Model):

  • violations of measures protecting the Whistleblower with respect to the right to confidentiality;
  • retaliatory or discriminatory behavior, direct or indirect, by anyone (members of corporate bodies, managers, and employees) against the Whistleblower for reasons directly or indirectly connected to the report as well as activities obstructing the report;
  • conduct by those who, with intent or gross negligence, submit reports that are found to be unfounded, false, defamatory, or slanderous (in case of judicial determination, even with a first-degree sentence, of criminal liability for defamation or slander carried out through the report);
  • unlawful conduct and/or violations committed by the reported persons;
  • omissions in the activities of verification and analysis of the received reports by the person responsible for receiving and managing the reports.

 

2. Other Reporting Channels

While Whistleblowers are primarily encouraged to use the Company's internal reporting channel, under certain conditions, Legislative Decree 24/2023 provides additional reporting channels in addition to the aforementioned internal channel.

2.1. External Reporting Channel

The Whistleblower can make an external report through the ANAC channel (https://www.anticorruzione.it/-/whistleblowing), with the same confidentiality guarantees in the following cases:

  • absence of an internal reporting channel or activation within the Company of a channel not compliant with the provisions of Legislative Decree 24/2023;
  • the Whistleblower made an internal report and it did not lead to any follow-up;
  • the Whistleblower has reasonable grounds to believe that, if they made the internal report, it would not be effectively followed up or that it might pose a risk of retaliation;
  • the Whistleblower has reasonable grounds to believe that the violation may pose an imminent or clear danger to the public interest.

In relation to the received external report, ANAC:

  • issues the Whistleblower a receipt notice within 7 days of receiving the external report, unless the Whistleblower explicitly requests otherwise or unless ANAC believes that the notice would prejudice the protection of the Whistleblower’s confidentiality;
  • provides feedback to the Whistleblower regarding the received report within 3 months from the date of the receipt notice or, in the absence of such notice, within three months from the expiration of the 7-day period from the receipt of the report; if justified and motivated reasons exist, the feedback is provided within 6 months from the date of the receipt notice or, in the absence of such notice, within 6 months from the expiration of the 7-day period from the receipt of the report;
  • communicates the final outcome of the report to the Whistleblower.

 

2.2. Public Disclosure

The Whistleblower may make a public disclosure through the press or electronic means or otherwise through means of dissemination capable of reaching a large number of people, under the conditions and in the manner provided for by Legislative Decree 24/2023.

In particular, public disclosure of violations and unlawful conduct is possible under the following conditions:

  • the Whistleblower has previously made an internal and external report or has made an external report directly, and no response has been provided within the prescribed timeframes;
  • the Whistleblower has reasonable grounds to believe that the violation may pose an imminent or clear danger to the public interest;
  • the Whistleblower has reasonable grounds to believe that the external report may pose a risk of retaliation or may not be effectively followed up due to the specific circumstances of the case, such as situations where evidence may be concealed or destroyed or where there is a reasonable fear that the recipient of the report may be colluding with the violator or involved in the violation itself.

 

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