Reporting of illegal or fraudulent activities

“WHISTLEBLOWING”

LEGISLATIVE DECREE 10 March 2023, n. 24 (D.Lgs. 24/2023)

• Introduction

The term “Whistleblowing” refers to the activity of reporting violations of national or European Union regulatory provisions that affect the public interest or the integrity of the public administration or private entity.

The D.Lgs. 24/2023, which implemented Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019, quote: “This Decree regulates the protection of persons who report violations of national or European Union legislative provisions affecting the public interest or the integrity of the public administration or private body, of which they became aware in a public or private working context.”.

The D.Lgs. 24/2023 brings together in a single regulatory text, organic and uniform, the entire regulation of the channels of reporting and the protections granted to the reporting (c.d. “Whistleblo-wer”), both in the public sector, both the private sector, with particular attention to the protections of the same reporting entity.

• Purpose of the procedure

Whistleblowing is the procedure by which the subject inside the institution highlights and, as far as possible, prevents risks and situations detrimental to the institution itself.

The main purpose of Whistleblowing is, therefore, to detect and solve or prevent the problems generated by a management irregularity, allowing you to deal with the critical issues quickly and with the necessary confidentiality.

This procedure has been prepared to regulate the management of reporting of any irregularity, from the moment when the notifier/ Whistleblower, coming to know, determines the forwarding until further development, and this in application of the forecasts of D.Lgs. 24/2023.

• Scope

This procedure, with reference to the company Ingra Brozzi S.p.A., is applicable:

• to employed persons (including those with fixed-term contracts, part-time work, administration, apprenticeship, as referred to in D.Lgs. 81/2015 and workers with occasional contracts);

• to the self-employed and to the holders of coordinated and continuous collaboration relationships, as identified ex art. 409 of the Italian Civil Code, as well as to the owners of collaborations “organized by the client”, ex art. 2 D.Lgs. 81/2015;

• to workers or collaborators who supply goods or services or carry out works in favour of third parties;

• freelancers and consultants;

• volunteers and trainees, whether or not paid;

• to shareholders and persons with administrative, managerial, supervisory, supervisory or representational functions, even if they carry out such functions merely by doing so.

• Subject of the alert

The reports that fall within the perimeter of Whistleblowing concern (D.Lgs. 24/2023 art. 2, paragraph 1, letter a):

1-  administrative, accounting, civil or criminal offences not covered by the following numbers 3), 4), 5) and 6);

2-  unlawful conduct relevant to the meaning of D.Lgs. 231/2001 or violations of the organizational and management models provided for therein, which do not fall under the following numbers 3), 4), 5) and 6);

3- illegal facts falling within the scope of European Union or national acts listed in the Annex to this Decree or of national acts implementing European Union acts listed in the Annex to the Directive (EU) 2019/1937, although not listed in the Annex to this Decree, relating to the following areas: public procurement; financial services, products and markets and the prevention of money laundering and terrorist financing; product security and conformity; transport security; environmental protection; radiation protection and nuclear safety; food and feed safety and animal health and welfare; public health; consumer protection; protection of privacy and protection of personal data and security of networks and information systems;

4- acts or omissions affecting the financial interests of the Union as referred to in Article 325 of the Treaty on the Functioning of the European Union as specified in the relevant secondary legislation of the European Union;

5- acts or omissions relating to the internal market as referred to in Article 26, paragraph 2 of the Treaty on the Functioning of the European Union, including infringements of European Union competition and State aid rules, as well as infringements concerning the internal market connected with acts infringing the rules on corporation tax or the mechanisms the purpose of which is to obtain a tax advantage which nullifies the object or purpose of the legislation applicable to the society;

6- acts or behaviour which nullify the subject matter or purpose of the provisions of Union acts in the areas referred to in Nos 3), 4) and 5).

By express legislative provision, the provisions on whistleblowing do not apply (art. 1, paragraph 2 D.Lgs. 24/2023):

a)    to disputes, claims or requests related to an interest inthe staff of the person issuing the alert or of the person lodging the complaint with the judicial or accounting authority, who relate exclusively to their individual employment or public service relations, or relating to their employment or public employment relationships with the hierarchically superior figures;

b)    to reports of infringements where they are already covered by European Union or national acts listed in Part II of the Annex to this Decree or by national acts implementing Union actslisted in Part II of the Annex to Directive (EU) 2019/1937, but not listed in Part II of the Annex to this Decree;

c)    reports of breaches of national security, as well as procurement related to defence or national security aspects, unless these aspects are covered by the relevant secondary legislation of the European Union.

• Operating Mode

Art. 4 of D.Lgs. 24/2023 provides, in particular:

• in paragraph 1. “Public sector entities and private sector entities, having consulted the representations or trade unions referred to in Article 51 of D.Lgs. 81 of 2015, shall, in accordance with this Article, activate their own reporting channels, which shall guarantee, including through the use of cryptography, the confidentiality of the identity of the reporting person, the person involved and the person otherwise mentioned in the alert, as well as the content of the alert and the related documentation. The models of organization and management, referred to in Article 6, paragraph 1, letter a), of D.Lgs. 231/2001, provide for the internal reporting channels referred to in this Decree.”;

• in paragraph 2. “The management of the reporting channel is entrusted to a person or an independent internal office dedicated and with staff specifically trained for the management of the reporting channel, or is entrusted to an external entity, also autonomous and with specifically trained personnel.”;

• in paragraph 3. “The reports shall be made in written form, including in the form of information, or in oral form. Internal reports in oral form are made through telephone lines or voice messaging systems or, at the request of the reporting person, by a direct meeting fixed within a reasonable time”.

• Management of internal signalling channels

The management of the internal reporting channels of the company Ingra Brozzi S.p.A. is this affi-dated to A.L.F.A. Italia s.a.s., with registered office in 46100 Mantova, via Roma n. 19, which will ensure the proper conduct of the procedure and will provide the following activities:

•      issue the appropriate acknowledgement of receipt to the reporting person, within 7 (seven) days from the date of receipt;

•      maintain contact with the signaller and request additions from the signaller if necessary;

•      involve the competent functions on the basis of the alert, which will carry out its investigation;

•      provide acknowledgement of the alert within 3 (three) months of the date of the acknowledgement of receipt or, failing that, within 3 (three) months of the expiry of the seven-day period following the submission of the alert.

• Channels through which internal signalling can be forwarded

In accordance with the provisions of current legislation, the Whistleblower may send its report:

1.  by accessing the “WHISTLEBLOWING” link on the WWW.INGRABROZZI.IT website;

through the access to the section “WHISTLEBLOWING” on the website WWW.INGRABROZZI.IT, clicking this link: “ENTER A NEW REPORT”  and following the instructions contained in the platform to which it will have access.

2. writing a written report, to be sent in a sealed envelope with the words “CONFIDENTIAL”/”PERSONAL” by post or by hand to the following address:

Responsible reports of Ingra Brozzi S.p.A.,

at A.L.F.A. Italia s.a.s. – via Roma n. 19 – 46100 Mantova, indicating the address or a mobile address, to manage the alert.

• External signal

The external signalling channel is entrusted to ANAC which, with the entry into force of this legislative decree, will be able to receive and will also have to manage external alerts coming from subjects belonging to the private sector. These reports, which, pursuant to art. 6, may be made at the use of one of the following conditions:

•      in the absence of a forecast or activation of an internal reporting channel in the working context of belonging, or in the presence of a signalling channel that does not comply with the provisions of art. 4;

•      if the internal channel signalling has not been followed up;

•      in the event that the reporting agent has reasonable grounds to believe that, if he made an internal alert, it would remain without follow-up, or might de-terminate the risk of retaliation;

•      in the event that the notifier has reasonable grounds to believe that the infringement may constitute an imminent danger to the public interest.

As for the internal signalling, also for the external signalling, ANAC is required to activate a channel that guarantees the confidentiality of the signaller, of the person involved and of the person mentioned in the alert, as well as the content and the documentation(Art. 7, paragraph 1).

The external reports are presented in written form, through a special in-formatic platform, or orally, through telephone lines, voice messaging systems or meetings with the staff (art. 7, paragraph 2).

If the external report is presented, by mistake, to a person other than ANAC, the person who receives it must send it to the latter within 7 days, giving notice to the signaler (art. 7, paragraph 3).

The management of external reports, specifically identified by art. 8, are substantially similar to those relating to the management of internal alerts, with the difference that, in this case, the charge for ANAC to communicate the final outcome of the procedure to the reporting agent is expressly provided for, which may also consist of the filing of the alert, a recommendation or an administrative sanction, or the transmission of the same to the competent authorities (administrative or judicial, including the institutions, bodies or agencies of the European Union), which must manage the alert in accordance with the procedures referred to in paragraph 1 of art. 8.

The latter is the case where the alert concerns information on infringements which do not fall within the competence of ANAC.

ANAC also provides the European Commission with annual information on the number of external alerts received, the number and types of procedures initiated following alerts, and the outcome thereof, as well as any established financial damages derived from the infringements reported (Art. 8, paragraph 3).