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WHISTLEBLOWING - CORPORATE WRONGDOING REPORTING-GENERAL INFORMATION

Premessa

This notice is addressed to all those who deal with IMEVA Spa and are entitled to report any corporate wrongdoing in which they were directly involved or of which they became aware and aims to inform potential reporting subjects, in a clear and concise way, about the reporting channel made available for the so-called Whistleblowing, about its operating mechanism, the procedural process, the deadlines for feedback and compliance with the relevant provisions of law by the Company.

The notice is made available and known to potential stakeholders through:

The notice is made available and made known to potential stakeholders through:

The notice is made available and made available to potential stakeholders through

The information is made available and known to the potential interested parties through:


Legal and regulatory context

Legislative Decree No. 24 of 10 March 2023 (hereinafter also "WB Legislation"), published in the Official Gazette on 15 March 2023, transposed EU Directive 2019/1937 concerning "the protection of persons who report breaches of Union law" into Italian law.

The legislation provides for a protection regime for individuals who report unlawful conduct in violation of European and national provisions, provided that it is based on well-founded grounds and harms the public interest or the integrity of the entity (hereinafter also referred to as "whistleblowing" or "WB").

The regulatory framework is completed with the ANAC Guidelines, adopted by resolution of 12 July 2023, setting out procedures for the submission and management of external reports, as well as indications and principles that public and private entities may take into account for internal channels.

The Company has adopted a specific Procedure Whistleblowing (hereinafter also referred to as the: “WB Procedure”, available at the following link https://imeva.it/wp-content/uploads/Procedura-Whistleblowing-Imeva-Spa.pdf to define the procedures for reporting information on offences of various kinds that may contribute to the emergence of risks and/or potentially prejudicial situations.


Entitled parties

All the persons listed in Article 3 of Legislative Decree No. 24/2023 are entitled to submit reports of corporate offences.

The persons entitled to submit the report are:

  • employees and self-employed persons;
  • freelancers and consultants;
  • self-employed workers, collaborators and agents;
  • volunteers and trainees;
  • shareholders and persons with management, administrative and control, supervisory or representative functions.


Extension of whistleblower protection

Reports may also relate to an employment relationship that has subsequently ended, if the information was acquired during the course of that relationship, as well as, if the relationship has not yet begun and information on violations was acquired, during the selection or other pre-contractual stages or during the probationary period.


Type of alerts allowed

The subject of the report may be any conduct or facts that, in the reporting party's opinion, constitute or are potentially capable of constituting offences of a civil, criminal, administrative or accounting nature and are detrimental to a public or private interest.

By way of example, the reporting channels made available by the Company may be used to report facts or situations capable of causing damage or harm to the Company, such as:

  • unlawful conduct relevant pursuant to Legislative Decree 231/01;
  • conduct punishable under the law (criminally relevant or subject to administrative sanctions);
  • conduct capable of causing damage or harm to the Company's assets, image or other resources;
  • conduct capable of causing damage to the environment, the health and safety of resources, customers, suppliers or citizens in general, the protection of personal data and the security of networks and information systems.


Signal channels

The WB Procedure provides for three types of reporting channels:

  1. reporting through an internal channel to the company;
  2. reporting through an external channel to the Company established and managed by ANAC;
  3. the public disclosure.

This is without prejudice to the possibility of making complaints to the judicial and accounting authorities, where competent.

As a priority, Whistleblowers are encouraged to use the internal channel and, only under certain conditions, may make an external report or public disclosure.

Internal channel within the working environment

In order to facilitate the receipt of reports through the internal channel, the Company makes communication channels available to those entitled to report via the IT platform.

The IT Platform is accessible via the following link https://imeva.valore24whistleblowing.com/#/; once you are logged in, you will be able to enter your report by simply filling in the pre-established form.

The IT platform offers maximum protection of the reporter's identity by applying appropriate security measures.

Reports made via the IT platform will only be taken over by the Manager designated by the Company.

The protection of the Whistleblower cannot be guaranteed if it is established that the Report is unfounded and defamatory, thus constituting wilful misconduct on the part of the Whistleblower.


ANAC external channel

Whistleblowers may use the external ANAC channel when:

- there is no compulsory activation of the internal reporting channel within the work context, or this channel, even if compulsory, is not active or, even if activated, does not comply with what is required by law;

- the Complainant has already made an internal report and it has not been followed up;

- the Whistleblower has reasonable grounds to believe that, if he or she made an internal report, it would not be effectively followed up or that the report might lead to a risk of retaliation;

- the Whistleblower has reasonable grounds to believe that the breach may constitute an imminent or obvious danger to the public interest.

The modalities of reporting are detailed on the ANAC website, on pagehttps://www.anticorruzione.it/-/whistleblowing

The ANAC shall therefore:

  • give notice to the reporting person of receipt of the Report within 7 days from the date of its receipt, unless explicitly requested otherwise by the reporting person or unless ANAC considers that the notice would undermine the protection of the confidentiality of the reporting person's identity;
  • maintain interlocutions with the reporter and request additions from the latter, if necessary;
  • diligently follow up the reports received;
  • carry out the necessary preliminary investigation to follow up the report, including through hearings and the acquisition of documents;
  • reply to the whistleblower within 3 months or, if there are justified and reasoned reasons, 6 months from the date of receipt of the external report or, in the absence of such notice, from the expiry of 7 days from receipt;
  • notify the reporter of the final outcome of the report.


Public Disclosure

Reporting persons may directly make a public disclosure when:

- the Whistleblower has previously made an internal and external report, or has made an external report directly and has not received a reply within the deadline set on the measures envisaged or taken to follow up the reports;

- the Whistleblower has reasonable grounds to believe that the breach may constitute an imminent or obvious danger to the public interest;

- the Whistleblower has well-founded reasons to believe that the external report may entail a risk of retaliation or may not be effectively followed up due to the specific circumstances of the case, such as where evidence may be concealed or destroyed, or where there is a well-founded fear that the Whistleblower may be colluding with or involved in the wrongdoing.


Procedure for internal reporting

The person wishing to make an internal report can do so by accessing the dedicated IT platform.

The home page of the portal provides a general introduction on how the system works, the handling of the report and the guarantee of anonymity.

On the home page is the privacy policy for employees and there are also buttons to submit a report

By clicking on the buttons to send the report, the reporter accesses a pre-set form that allows the case to be typed and the report to be made either completely anonymously or by providing personal references of both the reporter and any wrongdoers.

The reporting party may attach documents, images (electronic files) that it deems useful to support and/or supplement the report of wrongdoing. Once the submission has started:

  • the Whistleblower is provided with an identification code and is recommended to make a note of it, as it is only through it that the Whistleblower will be able to follow updates and outcomes concerning his report on the whistleblowing portal;
  • the person trained and designated to handle alerts is simultaneously notified directly of the existence of a new alert.

Within the 7-day period, the report is acknowledged and the reporter may receive acknowledgement of the report by means of an acknowledgement message published on the Portal, by accessing the appropriate section of the Portal.

Subsequently, the reporting manager, through the Portal, may interface with the Reporting Officer through the dedicated messaging system if he/she deems it necessary to investigate further, or, if already in possession of all the necessary elements, he/she may give feedback to the Reporting Officer through the Portal.

In any case, even if the report does not constitute an offence and/or is unfounded or erroneously submitted (due to its contents) through an inappropriate channel, feedback will be provided to the Reporter within 3 months from the date of acknowledgement of receipt, which the Portal makes the date of sending the report.


Retention of documentation relating to alerts.

Reports and related documentation are retained for as long as necessary to process the report and in any case no longer than 5 years from the date of the communication of the final outcome of the reporting procedure, as further specified in the Privacy Policy available at the following link https://imeva.it/informativa-dati-whistleblowing/


Observance of the prohibition of retaliatory acts

In compliance with the provisions of Article 17 of Legislative Decree 24/2023, it will observe the prohibition to carry out any retaliatory act against whistleblowers.