General information on Whistleblowing

1. Introduction

The introduction into national law of appropriate protection for employees, both public and private, who report unlawful conduct from within the workplace is provided for by several international conventions (UN, OECD, Council of Europe) ratified by Italy, as well as by recommendations from the Parliamentary Assembly of the Council of Europe, sometimes in a binding manner, other times in the form of an invitation to abide.

Article 2 of Law 179/17 – “Provisions for the protection of the authors of reports of offences or irregularities of which they have become aware in the context of a public or private employment relationship”, issued on 30 November 2017 and effective since 29 December 2017 - implemented this call for action with respect to the private sector, amending art. 6 of Italian Legislative Decree 231/01 with paragraphs 2 - bis, 2 - ter and 2 - quater relating to the establishment of channels through which employees, without fear of retaliation or discrimination, may report any offences or violations committed within the company of which they have become aware as part of their professional relationship.

Italian Legislative Decree no. 24 of 10 March 2023 implemented directive 2019/1937 concerning the protection of persons who report violations of national or European Union law that harm the interests of the Company, of which they have become aware in the context of their work. The purpose of the new regulation is to establish common minimum standards to encourage the reporting of offences by ensuring a high level of protection for those reporting through the establishment of secure internal, external and public disclosure channels that guarantee the confidentiality of the person reporting and the processing of their personal data, the implementation of procedures to ensure timely and efficient handling of reports, the application of rules to prevent or invalidate the effects of retaliatory conduct by the employer against the person reporting, and the imposition of fines and administrative sanctions in the event that the provisions of the new regulation are violated.

In particular, paragraph 2 - bis provides for the setting up of channels enabling persons holding representative, administrative or management positions, employees, third parties in business relations and collaborators of SACBO SpA and BGY International Services Srl - independently of each other - to submit, with a view to protecting the integrity of the Companies themselves, substantiated reports of possible unlawful commissive or omissive conduct of which they may have become aware by reason of their duties, which constitutes or may constitute a violation or an inducement to violate laws, regulations, values or principles set out in the Group’s Code of Ethics and Code of Conduct, in the 231 Organisational Models and relative Catalogue of Offences, in the Anti-Corruption Management Model (MGPC), in European Union or national acts contained within the Annex to EU Directive 2019/1937, internal control principles, corporate policies and rules, and/or which may cause damage of any kind to the Company.

Said channels must guarantee the confidentiality of the identity of the person reporting, the “whistleblower”, in handling of the report, with the use of computerised methods for at least one communication channel. The law also prohibits any retaliatory or discriminatory acts, either direct or indirect, against the whistleblower for reasons directly or indirectly linked to the report and provides for sanctions against those who violate the whistleblower protection measures. This allows employees to report any wrongdoing without fear of suffering any detrimental consequences, contributing to uncovering and preventing risks and situations that compromise SACBO SpA and BGY International Services Srl.

2. Purpose of the whistleblowing procedure

SACBO SpA and BGY International Services Srl, in carrying out their activities, are inspired by principles of ethical integrity and, aware of legal obligations and the negative effects that violations of national or European regulations and corruptive practices have on economic and social development, are committed to preventing the occurrence of offences in the performance of their activities, combating any possible occurrence thereof. For this reason, the Companies recognise the importance of having a “Whistleblowing Procedure” as an integral part of their respective Organisation, Management and Control Models pursuant to Italian Legislative Decree 231/01, which regulate the reporting of conduct during the employment relationship. The purpose of this Procedure is to establish the process with which to report any commissive or omissive unlawful conduct that constitutes or may constitute a violation or an inducement to violate laws, regulations, values and principles as set out in the Group’s Code of Ethics, 231 Organisational Models and the Catalogue of Offences, Management Models for the Prevention of Corruption, internal control principles, corporate policies and rules, and/or which may cause damage of any kind to SACBO SpA and BGY International Services Srl. 

3. Definition of terms used 

For the purposes of this document, the following terms have the meanings described: 

• Violations: conduct, acts or omissions that harm the public interest or the integrity of the public administration or private entity.
• Whistleblower or person reporting - anyone who witnesses a wrongdoing or irregularity in the workplace and decides to report it. Reference is made to “persons who hold roles of representation, administration or management of the entity or its organisational unit with managerial and functional autonomy” as well as to employees, external collaborators who are part of the organisation, and third parties who have relations with SACBO SpA and BGY International Services Srl.
• Whistleblowing or reporting - written or oral communication by the reporting party regarding substantiated information on possible unlawful conduct pursuant to Italian Decree 231 and based on precise and consistent factual elements, or on possible violations of the organisation and management models of the Companies SACBO SpA and BGY International Services Srl and of which they have become aware in the fulfilment of their duties.
• Facilitator - a natural person who assists the whistleblower during the reporting process, who operates within the same working environment and whose assistance must be kept confidential.
• Person involved - the person to whom the reporter attributes the committing of the offence/irregularity reported, or a person in any event involved in the reported breach.
• Ethics and Anti-Corruption Committee and/or Manager of the internal reporting channel and/or Recipients of the report - persons responsible for receiving, analysing and verifying reports, if necessary, with the support of other functions within the organisation.

4. Figures who may make reports

• Individuals in representative, administrative or managerial positions within the companies SACBO SpA and BGY International Services Srl.
• Employees and external collaborators forming part of the organisation of SACBO SpA and BGY International Services Srl. 
• Individuals who exercise, even de facto, management and control of the Companies.
• Third parties involved who have business relations with SACBO SpA and BGY International Services Srl.

5. Subject of reports

Reports should be, above all, as substantiated as possible and provide as much information as possible, in order to enable the Companies to carry out the necessary enquiries and checks.
There is no exhaustive list of offences or irregularities that may be the subject of whistleblowing. Reports that concern reasonable and well-founded evidence of unlawful or irregular conduct or alleged offences, whether committed or attempted, that harm the public interest or the integrity of public administration or the private entity, and of which the reporter has become aware in the context of their work, are considered relevant.

These reports may concern, for example:

• administrative, accounting, civil or criminal offences.
• violations of European regulations concerning transportation safety, protection of the environment, radiation protection and nuclear safety, food and feed safety and animal health and well-being, public safety, consumer protection, private life and personal data protection, and information system and network safety.
• violations of competition and State aid law.
• non-compliance with the corporate values and rules of conduct described in the Group Code of Ethics.
• violations of the disciplinary codes of SACBO SpA and BGY International Services Srl.
• violations, requests or inducement to violate laws, regulations or company procedures, regarding the activities and interests of the companies.
• episodes of passive corruption (to the detriment of the Companies and in the interest of an individual or third party) and/or episodes of active corruption (to the benefit of the Companies) as well as incitement to corrupt.
• violations of the Organisational, Management and Control Models of SACBO SpA and BGY International Services Srl, also as a result of behaviour that poses a risk of committing an offence/irregularity as provided for by said Organisational Models.
• reprehensible findings, irregularities and conduct. 
• violations of confidentiality obligations.

Reports may not contain information on:

1) grievances of a personal nature on the part of the whistleblower or requests concerning the execution of the employment relationship or relations with the hierarchical superior or colleagues, for which reference should be made to the Human Resources Department.

2) violations that are obligatorily governed by national or EU laws or by national laws constituting implementation of European Union laws.

3) breaches of national security, or regarding contracting relating to national defence or security, unless these aspects fall under the relative secondary European Union law.

6. Content of reports

The whistleblower must provide all elements functional to allowing the necessary and appropriate checks and enquiries to be carried out to verify the validity of the facts reported. To this end, it is particularly important that the report includes:

• a clear and detailed description of the facts reported and how they came to the attention of the whistleblower.
• indication of the date and the location of the act committed.
• personal details or other information (such as, for example, the job title and the department in which the activity was carried out) enabling the person who engaged in the reported conduct to be identified.
• identification of other persons who may provide information on the facts being reported.
• indication of documentation that may confirm the merits of said conduct.
• any other information that may prove useful in demonstrating the veracity of the reported facts.

Anonymous reports, i.e., those made without identification of the whistleblower, may also be taken into account, provided that they are adequately substantiated and made in extensive detail, i.e., when they are able to bring to light facts and situations relating them to specific contexts.

It is mandatory, when reporting, for the whistleblower to indicate any possible presence of a conflict of interest.

7. Recipients of the report

The report is forwarded to the Anti-Corruption Ethics Committee, which is made up of the Chairman appointed by the Board of Directors of SACBO SpA, also chosen from external consultants, the Human Resources Director of SACBO SpA, the Head of Legal and Corporate Affairs and the Head of Internal Auditing of SACBO SpA, who have access to the report and who decide collectively.
The recipients will promptly carry out a preliminary analysis of reports in order to verify the presence of data and information useful for their initial assessment.
 

Reports will be taken into consideration for the preliminary enquiry phase by the competent entity, as indicated below.

The Supervisory Board will be promptly informed of the receipt and scope of the report.

In the event that the report concerns one of the persons responsible for the reporting channel, that person will be excluded from the inquiry concerning the report.

Furthermore, for any in-depth enquiry activities, reference is made, as a useful operational tool, to article 391 - nonies of the Italian Code of Criminal Procedure.
Any report involving an employee’s violation of the Code of Ethics, the Anti-Corruption Model or the Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/2001, in any case requires the involvement of the Human Resources Department to assess potential disciplinary procedures where conditions exist.

8. Protection of persons involved 
 

Protecting the whistleblower

Whistleblowers who report unlawful conduct are protected in the event of direct or indirect discriminatory action taken for reasons related to the report. If the whistleblower is an employee, they are exempt from negative consequences regarding their working conditions, i.e., disciplinary consequences.
The aforementioned protection, however, does not apply in cases where the report contains false information made with malice and/or gross negligence; when the criminal liability of the reporter for the offences of defamation and slander, or civil liability for the same offence in cases of malice or gross negligence, has been established, including by a first-instance ruling.

SACBO SpA and BGY International Services Srl reserve the right to take appropriate action - disciplinary in the case of employees - against anyone who carries out, or threatens to carry out, acts of retaliation against those who have made reports in accordance with this document, without prejudice to the right of the parties concerned to legal protection in the event that criminal or civil liability is ascertained against the whistleblower regarding the falsity of what has been declared or reported.

Protecting the subject of the report

During the activity of verifying and ascertaining possible non-compliance, the persons reported may be involved in or advised of this activity; but in no case will proceedings be initiated solely on the grounds of the report, in the absence of concrete evidence as to its content. Proceedings may be initiated on the basis of other evidence found and ascertained on the basis of the report itself.

9. Responsibility of the subjects involved

Responsibility of the whistleblower

This document is without prejudice to the criminal, civil and disciplinary liability of the whistleblower in the event of slanderous or defamatory reporting pursuant to the Italian Criminal Code and article 2043 of the Italian Civil Code.
SACBO SpA and BGY International Services Srl may take the most appropriate disciplinary and/or legal measures to protect their rights, assets and image against anyone who, in bad faith, has made false, unfounded or opportunistic reports and/or with the sole purpose of slandering, defaming or causing prejudice to the person reported or other persons mentioned in the report.
 

Responsibility of the person reported

During the course of the enquiry, the person reported should avoid any conduct that might hinder the same. In the event of said conduct, SACBO SpA and BGY International Services Srl reserve the right to initiate disciplinary proceedings.

Annex - Platform User Manual

The whistleblower may send the report in two ways:

Confidential: the identity of the whistleblower is concealed but available.

Anonymous: the identity of the whistleblower is not available.

A report can be sent in written form by filling in the form (T icon) or as a voice message (microphone icon).

Subsequently, the whistleblower has the possibility to follow up on the report, to update it and to respond to any queries from the Channel Manager through the message application integrated into the platform.

The system encrypts all content entered into the platform and provides for email notifications to be sent to the Channel Manager, its collaborators and the whistleblower.

The notifications sent by email do not contain any information entered via the platform.

The area reserved for the channel manager allows all reports received to be managed and consists of several areas.

Dashboard: contains the latest reports received and any unread messages.

Reports: an area containing reports divided into three groups according to their status:

Open reports are reports currently being verified (unread, read, in progress).

Closed reports are reports that have been archived. It is possible to reopen a closed report at any time by changing the status from “closed” to “in progress”.

Creation of a report in the event that a report has been received outside the platform and has to be “imported” into the system.

File: The report file allows the Channel Manager to view the report information, add information and attachments collected during the enquiry and communicate with the reporter and the members of the Working Group.

Third parties: The “Third Parties” area allows one or more persons to be linked to the report. Said third parties are able to send messages to the Channel Manager via a dedicated area. The third party cannot view any of the contents of the report or other areas.

Statistics: an area dedicated to statistical information.

Logs: area dedicated to general system logs where all actions performed by users within the platform are recorded. The logs are anonymous.

Report deletion: A report can be permanently deleted from the system. The system provides a mechanism for deleting reports. Deletion is not automatic and must be confirmed by the Channel Manager. Via a timer set for five years from the date of communication of the final outcome of the reporting procedure, or from when particular closure status has been assigned to the report (spam, not relevant, etc.), the system advises the managers that a report was closed five years ago and is therefore available for deletion.

Once deleted, the report is moved to the list of “Deleted” reports and will remain there until midnight of the same day; during this period, the report can be recovered.

After this period, all information entered in the file (reports, messages, attachments, etc.) will be permanently deleted. Only statistical information on deleted reports will remain in the “Closed” list.