Information on Legislative Decree No. 24 of 10 March 2023 (Whistleblowing Decree)

Pursuant to Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law, Legislative Decree No. 24 of 10 March 2023 (in Gazette No. 63 of 15 March 2023) was issued to "the Implementation of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law and on provisions concerning the protection of persons who report breaches of national laws. (so-called Whistleblowing Decree)".

INCOLD S.p.A., as a private entity required to apply the aforesaid regulations, has drawn up a specific protocol, aimed at regulating the presentation and management of reports of unlawful conduct made by employees and persons treated as such who have become aware of it due to their employment and/or equivalent relationship with INCOLD ("whistleblowing"), offering adequate protection to whistleblowers so that they are not exposed to adverse consequences.

In particular, this protocol is drawn up in the general interest of the integrity, legality and good performance of the company, while at the same time protecting the rights and identity and confidentiality of whistleblowers.

INCOLD S.p.A., therefore, considering that

• the new discipline is a tool to fight (and prevent) corruption and maladministration in the public and private sector;
• Whistleblowers provide information that can lead to the investigation, detection and prosecution of violations of rules, thereby strengthening the principles of transparency and accountability of democratic institutions;
• It is the aim of the new rules to ensure the protection - both in terms of safeguarding confidentiality and of protection from retaliation - of persons who report prejudicial situations;
• the protection of whistleblowers has been extended to all persons who are even only temporarily in a working relationship with an administration or a private body, even if they do not have the status of employees (such as volunteers, trainees, whether paid or unpaid, selfemployed workers performing their work for private sector entities freelancers and consultants working for private sector entities), those in probationary periods, as well as those who do not yet have a legal relationship with the aforementioned entities or whose relationship has ended if, respectively, information on breaches was acquired during the selection process or in other pre-contractual stages or in the course of the employment relationship (Whistleblowers);
• The Whistleblowing Decree establishes that information on violations, including well-founded suspicions, of national and European Union laws that harm the public interest or the integrity of the private entity, committed within the organisation of the entity with which the whistleblower has one of the qualified legal relationships considered by the legislator, is subject to reporting;
• the information on violations (civil offences, administrative offences, unlawful conduct relevant under Legislative Decree No. 231/2001, violations of the organisation and management models provided for in Legislative Decree No. 231/2001) must relate to conduct, acts or omissions of which the reporter has become aware in the work context and may also relate to violations not yet committed but which the reporter reasonably believes could be committed on the basis of concrete elements learned in the work context;
• the legislator has provided that appropriate 'internal channels' must be set up within the entities to which the legislation applies to receive and process reports;

hereby informs you that within its Organisation, Management and Control Model 231, a specific protocol has been defined for the management of reports and the protection of the identity of the reporter and his confidentiality.

To this end, the Supervisory Board (SB), a third party body with respect to the corporate bodies, has been appointed as the person responsible for supervising the correct application of the 231 model. In addition, a special communication channel has been set up by e-mail at whistleblowing@incod.it. 

Reports should therefore be submitted to the SB, by the reporting party, by means of an e-mail communication sent to whistleblowing@incold.it.

This communication should be as detailed as possible in order to make the handling of reports more precise and effective and to enable the persons competent to receive and handle reports to examine the facts.

In particular, they must be clear:

• the circumstances of time and place in which the reported event occurred;
• description of the fact;
• personal details or other elements enabling identification of the person to whom the reported facts can be attributed.

It is understood that at the time of sending the communication, the reporting person must have a reasonable and well-founded reason to believe that the information on the reported violations is true and falls within the scope of the relevant legislation.

The SB, which will be the guardian of the identity of the reporting party, will receive and manage the reports, and will then identify within the Company the Entities directly concerned by them, and will proceed with them to the subsequent analysis and definition - where necessary - of the appropriate corrective actions.

Where the subject of the report is not adequately detailed, the SB shall have the right to request additional elements from the reporting party so as to allow it to carry out a full investigation of the reporting circumstances.

The SB will carry out a preliminary verification and analysis of the legitimacy of the report and will start the investigation on the facts and/or conduct reported in compliance with the principles of impartiality, confidentiality and transparency, providing information to the reporting party on the progress of the investigation with reference to the main points. In particular, the SB shall take charge of the following activities:

• issue the reporter with an acknowledgement of receipt and acknowledgement of the report within seven days of receipt;
• maintain interlocutions with the reporter;
• fully and correctly follow up on the reports received;
• where necessary, provide feedback to the reporter on the outcome of the report.

Incold S.p.A.