The procedure for reporting ethical misconduct
The procedure for reporting ethical misconduct, irregularities or any violations of law by professional alerting devices (whistleblowing)
In accordance with ELECTRICA S.A. policies (“The Company”) and the Code of Ethics, the Audit Committee undertakes to make sure that the Company’s activity is carried out honestly and with integrity.
The aim of whistleblowing is to protect the company against ethical misconduct, fraud and any non-compliance that may damage the image of the company, may cause commercial prejudice or attract legal penalties, reducing the Company’s reputation and profitability.
The main goals of this procedure are:
- To encourage each and every employee, supplier, contractor and subcontractor of the Company, involved in the Company’s activity, to report any action of an employee or another person acting on behalf of the Company which would violate the law or the internal ethics and business conduct standards of the Company as soon as possible, trusting that the intimation is seriously considered and properly investigated, in compliance with the whistle-blowers confidentiality.
- To provide guidance to the whistle-blower on the way in which he/she presents these intimations/complaints;
- To make sure that the whistle-blower undergoes no retaliation if he acted in good faith;
- To ensure that the rights of the persons who are subject of the intimations are observed.
Procedure of receiving intimations
Each and every employee, supplier, contractor and subcontractor of the Company, involved in the Company’s activity, may submit, under identity anonymity, intimations or complaints about actions of an employee or other person who acts on behalf of the Company and who violates the law or the internal ethics and business conduct standards of the Company by means of an independent dedicated service provider (“Service Provider”), without fearing retaliation or any kind or dismissal. Whistle-blowers may submit intimations/complaints, confidentially and anonymously by e-mail, post or telephone, using the information mentioned
below. Intimations and complaints should be marked “Confidentially” by whistle-blowers.
- E-mail: email@example.com, , secured address for the protection of the whistle-blower and of the company
- Phone: +40.316.301.543
Attn.: Whistleblowing Policy Advisor
The Company draws attention to the fact that any intimation in bad faith is not considered an integrity warning. An intimation in bad faith is the intimation about an act about which the whistle-blower is aware that is not real. The simple non-confirmation of an intimation is not equivalent to the fact that an intimation is deemed to have been made in bad faith.
Scope of this procedure
This procedure covers all intimations on irregularities or violations of the law or of the Company’s internal ethics and business conduct regulations, including the general, operational or financial conduct, such as:
- corruption criminal offences, corruption assimilated criminal offences, corruption related criminal offences, forgeries or offences committed in the course of employment or related to employment duties;
- financial and accounting
- or internal audit violations;
- procurement procedures violations
- preferential or discriminatory practices or treatments in performing the tasks;
- violations of stipulations on incompatibilities and conflicts of interests;
- abusive use of Company’s material or human resources;
- violation of legal stipulations on public procurements and non-reimbursable financing;
- incompetence or negligence at work;
- non-objective staff assessments in the recruiting, selection, promotion, dismissal and demotion process;
- anticompetitive practices;
- violations of procedures or establishing of internal procedures which are not compliant with the law;
- issuing of administrative or other type of documents serving the groups’ or clients’ interests which may be against Electrica’s interests or against public morality;
- violations that endanger employees, the Company’s relations with third parties or the Company’s reputation;
- any other serious violations of the law or of the Company’s internal ethics or business conduct.
Intimation approach procedure
1. Receiving intimations
Intimations are received by the Service Provider who, after anonymising the details of the complaint, conveys it to the Internal Audit Department Director. The Internal Audit Department Director will forward the complaint for investigation to the Company’s specialized departments, dependent on their responsibilities. Investigating complaints received from whistleblowers is a responsibility of specialized departments of Electrica and is treated with priority.The investigation procedure concerning the intimations shall be conducted in accordance with the European guidelines issued by the Working Party for Article 29.For well-grounded reasons, the Internal Audit Department Director may decide another appropriate strategy for the investigation of the complaint received from the whistleblower, including the appointment of other persons responsible for dealing with the complaint or contracting an independent expert.When the intimation refers to significant Company activity issues, it shall be forwarded for the immediate information of the General Manager and of the Chairman of the Audit Committee. The Internal Audit Department Director will immediately submit a copy of the intimation to them.In case the intimation refers to the General Manager, the notification shall be sent by the Service Provider also to the Board of Directors, in parallel to being sent to the Internal Audit Department.
In the case a member of the BoD is subject to the intimation, the Service Provider will inform immediately the CEO. The CEO shall immediately inform the Chairman of the Bod or the Chair of the Audit Committee.
Following the investigation, the department which was designated responsible for the investigation of the intimation shall issue a report which is to be conveyed to the Internal Audit Department and to the General Manager.
Based on the issued report, the General Manager or other designated responsible persons shall take the necessary steps, such as:
- Disciplinary/administrative action,
- Notification of criminal investigation bodies,
- Resumption of proceedings,
- Proposals to improve the Company’s policies and rules to prevent risks recurrence and deviations.
- Introduction of the case resolution in the quarterly report to the Board of Directors on warnings of integrity.
If the General Manager is in potential conflict of interest with the intimation subject, the Internal Audit Department conveys the investigation report to the Audit Committee.
This procedure will be detailed and complemented with the terms of reference established by the Board of Directors and the General Manager for the Service Provider.
The independent services provider undertakes to keep the whistle-blower’s identity confidential, insofar as it is not forced by the law to do otherwise. As an exception to this rule, the Service Provider may provide the identity of the whistle-blower to the Internal Audit Department Director, only if the whistle-blower expressly requests so. However, it might be necessary to reveal the whistle-blower’s identity if judicial proceedings are initiated as a result of the investigation.The Company is confident that the guarantees provided by this Procedure are sufficient to convince any potential whistle-blower to agree to reveal his/her identity. However, if a person wishes to submit an anonymous intimation, this is possible.
3. Rights of the reported person
The Company has to inform the investigated person about the existence of an intimation and about its subject, the identity of the persons who investigate the intimation, as well as about his/her rights regarding personal data processing, especially data access and intervention right as well as the opposition right and the way in which these rights can be exercised. This information can be postponed if there is a risk that the reported person’s information might affect a good investigation. Furthermore, the Company has to process only personal data that are accurate, proper, pertinent and not excessive. These data will be changed into anonymous data as soon as the intimation is rejected, or within two months after the intimation completion moment, when proven grounded. The two months time-limit can be exceeded if judicial proceedings are initiated as a result of the intimation.
4. Retaliation forbidding procedure
The General Manager, as well as all the persons in charge within the Company, must make sure that the whistle-blower, any employee or any other natural or legal person who provides information, or who may lead to information to be revealed, or who participates in the intimation investigation, is protected against retaliations by:
- Strictly forbidding retaliation. Retaliations are also forbidden if due to investigations one ascertains that the intimation is not grounded but was submitted- in good faith;
- Instructing all employees, including the top management, on forbidding retaliations;
- Enforcing disciplinary actions or other actions stipulated by the law or by the Company’s internal regulations, against employees who retaliate against the whistle-blower or against the employee or any other natural or legal person who provides information or who may lead to information to be revealed or who participates in the intimation investigations. In this sense, the company draws attention to the fact that any retaliations is a serious disciplinary violation that can entail dismissal.
Reporting and archiving intimations and investigations
The Internal Audit Department Director will keep records of any intimations that fall under the scope of this procedure and will periodically or at the request of the members of the Audit Committee inform the Audit Committee about the results of the investigations and measures taken. The Internal Audit Department Director will draw up a quarterly report on the received intimations, which shall include, among others, data about the subject of the complaints, the department within the Company which designated responsible with the investigations, the progress of the investigation, the solution and adopted measures, as applicable.
After changing personal data into anonymous data, copies of all the documents related to the intimations and investigations will be archived according to the internal archiving procedure.
This Procedure was adopted by the Board of directors on 30.01.2015 and shall be conveyed to all Company employees and to those persons who act on behalf of the Company. They have the obligations to comply with the provisions of this Procedure. The company shall convey this Procedure to its business partners.
In case of any vagueness or questions about this Procedure, please feel free to contact the Internal Audit Department.