Whistleblowing policy
1. Purpose of the Procedure adopted by STIGA Group and scope of application
Provided that Legislative Decree 24/2023 entered into force, STIGA S.p.A. (hereinafter the "Company") implemented a Group[1] procedure for the management of the whistleblowing, which replaces the whistleblowing procedure under the Organisational Model, aimed at minimising and reducing the risk of crimes being committed in the performance of professional activities (hereinafter the "Procedure").
According to the Procedure the following circumstances shall be reported:
i. unlawful conduct relevant pursuant to Legislative Decree 231/2001, i.e. potentially integrating the so-called predicate crimes;
ii. behaviours and/or practices that violate the provisions of the Model, the internal protocols and procedures;
iii. offenses that fall within the scope of application of the European Union or national acts indicated in the Annex to the Legislative Decree. 24/2023, or national acts that implement the European Union acts indicated in the Annex to Directive (EU) 2019/1937;
iv. acts or omissions concerning the internal market, including violations of European Union rules on competition and state aid, as well as violations of corporate tax rules;
v. acts or behaviours, which although not expressly included in the previous points, may potentially frustrate the object or purpose of the provisions of the European Union acts regulating the sectors indicated above.
On the contrary, it is forbidden to report circumstances which:
i. involve violations, conducts, omissions, which the reporting party has no reason to believe are true;
ii. are specious, defamatory or slanderous;
iii. are discriminatory, as they refer to sexual, religious, political orientations or the racial or ethnic origin of the reported subject
iv. are aimed solely at harming the reported subject;
v. ultimately, frustrate or abuse the aim of the Procedure.
2. Addressees of the Procedure
The Procedure applies to the following persons (hereinafter, each as the " Whistleblower"):
- Group employees and candidates;
- External consultants of the Group;
- Group customers;
- Group suppliers;
- Any other party dealing with the Group.
3. General rules for reporting
The reporting channels shall be managed internally by a person duly appointed by the Company, in accordance with the specific appointment (hereinafter, the “Receiving Person”).
The Receiving Person shall receive Reports only through the channels provided by the Group. Any other means of reporting is deemed to be invalid.
The Whistleblower may request the support of the Facilitator to submit the Report, provided that the same protection measures as those provided for the Whistleblower will be granted.
4. Phases of the Reporting Process
The reporting process consists of 3 different phases:
- Report receipt;
- Preliminary investigation phase;
- Closing of the Report.
Each phase is described below.
4.1 Report Receipt
Reports shall be submitted to the Receiving Person by means of the IT platform provided by the Company, by registered mail or by voice-mail.
The Receiving Person receives Reports exclusively through the channels made available by the Group.
No other means of Reporting will be considered valid.
Reporting by means of the IT platform provided by the Company
The Company implemented a specific IT platform, which is accessible by the following link: https://areariservata.mygovernance.it/#!/WB/stiga,
The same link will directly lead to the IT platform where the Reporting Person can log in, using the chosen username and password.
To submit a Report, the Reporting Person shall follow the forms and steps provided by the IT platform, entering all the data that are required.
Reporting by registered mail
Should the Whistleblower not have access to the platform, or should the Whistleblower be unable to access the platform, the Report may be sent by registered letter addressed to the Company, Via del Lavoro, n. 6, 31100 Castelfranco Veneto (TV).
In this case, the Reporting Person will take care to file the report in two envelopes: the first with the relevant personal data together with a copy of the ID; the second with the Report itself, so to separate the personal data from the Report. Both the envelopes must then be inserted into a third sealed envelope bearing the words "Reserved to the person in charge of the reporting channels", addressed to the Internal Auditor.
Reporting by leaving a voicemail message.
Alternatively, the Report may be filed by leaving a voicemail message at the number "+39 0423 450 912" activated for the recording of whistleblowing reports only.
The Receiving Person will take care of listening to the message in a private place and will be responsible for ensuring that no one access the voicemailbox for the recording of Reports
4.2 Preliminary investigations
The preliminary investigation phase is managed by the Receiving Person, according to a fixed timetable:
· within 15 working days from the date of receipt of the Report, the Receiving Person shall start the investigation, carrying out a preliminary assessment of the Report;
· the preliminary investigation shall be completed within 3 months from the date of receipt of the Report.
Should the Report have been filed through the Company IT platform, the Reporting Person may check the status of the investigation in real time. In the case of a Report by registered letter, the Reporting Person will only be informed of the status of the investigation (taking over, filing and action taken) as long as the Report contains a valid telephone number.
Preliminary assessment
Activities of initial assessment are carried out by the Receiving Person, who has full access to any information necessary to perform the assignment.
Should the Receiving Person deem the Report clearly unfounded, he/she will officially dismiss the Report.
Should the Report be vague, not providing enough information to start an investigation, the Receiving Person shall request the Reporting Person to provide more details.
In case it is not possible to contact the Reporting Person, or should the Reporting Person fail to provide further details within fifteen calendar days of the request, the Receiving Person will proceed to close and file the Report.
Investigation Phase
The purpose of the Investigation Phase is to carry out further investigations to ascertain whether the reported facts are well founded or not.
The Receiving Person may, if necessary, be assisted by a third parties (internal or external) during the Investigation Phase.
Report Closure
Once the Investigation phase is over, the Receiving Person shall close the Report, qualifying it as "Founded " or "Not founded" and "With Actions" or "Without Actions".
In case of a Founded Report:
- the Receiving Person shall Inform the Supervisory Board and, to the extent necessary, submit a Report to the competent Authorities;
- Should the Founded Report concern an unlawful conduct of an employee and/or collaborator of the Company, appropriate disciplinary proceedings will be instituted, in full compliance with the principle of cross-examination between the parties;
- Should the Founded Report concern an unlawful conduct of a supplier and/or professional of the Company, the Board of Directors, having been adequately notified, may proceed with the termination of the ongoing contractual relationship, reserving in any case the right to take action in the most appropriate judicial offices to the protection of the Company's legal interests.
5. Whistleblower protection and prohibition of retaliation
In accordance with the fundamental data protection principles, such as limitation of purposes and minimisation of data, Reports shall not be used beyond what is necessary for their proper follow-up. In particular, the identity of the Whistleblower, or any other information from which the Whistleblower may be identified, shall not be disclosed.
Two circumstances are required to disclose the identity of the Whistleblower: (i) the express consent of the Whistleblower; (ii) a written communication of the reasons for such disclosure, namely:
· in disciplinary proceedings whereas the disclosure of the Whistleblower's identity is essential for the defence of the Person Concerned, who has been charged with the disciplinary sanction;
· or in proceedings resulting from internal or external Reports as far as such disclosure is essential for the defence of the Person Concerned.
Under no circumstances will acts of Retaliation be tolerated or permitted.
The Whistleblower cannot be sanctioned, demoted, fired, transferred, or subjected to any other organizational measure having negative effects, direct or indirect, on working conditions as a result of his/her reporting. Retaliatory and/or discriminatory measures are not only the formal acts and measures, but any behaviour or omission carried out towards the Reporter, aimed at limiting and/or compressing the exercise of the employee's duties in such a way as to worsen the working situation.
In any case, the Whistleblower who believes he or she has suffered retaliation and/or discrimination due to the reporting of offenses made may report such retaliatory measures to ANAC or to any other competent authority.
The Company safeguards the identity of the involved persons, of the Facilitators and of the persons mentioned in the Report until the conclusion of the necessary assessments applying the same warranties of the Whistleblower.
6. Data processing and retention of the documentation
Each personal data processing is performed in compliance with the Regulation (UE) 2016/679 (“GDPR”), of the legislative decree date June 30th 2003, n. 196 as well as any other relevant provision and in line with the internal procedures adopted by the Company.