Whistleblowing

A) Purpose and Scope of Application
This procedure applies to the company CONTI VALERIO SRL (hereinafter referred to as the “Company”) and is intended to regulate the reporting system in compliance with the obligations set forth in Legislative Decree No. 24 of March 10, 2023 (hereinafter referred to as the “Decree”), concerning the protection of individuals who report violations of national or European Union regulations that harm the public interest or the integrity of public administrations or private entities, of which they become aware in a public or private work context.

B) Scope of Personal Application
This Procedure is addressed to all individuals who, having become aware of the unlawful behaviors, acts, or omissions referred to in paragraph C) within the work context, intend to report them through the internal reporting channel implemented by the Company. Therefore, the recipients of this Procedure are:

Employees of the Company, including workers whose employment relationship is governed by Legislative Decree No. 81 of June 15, 2015, or by Article 54-bis of Decree-Law No. 50 of April 24, 2017, converted, with amendments, by Law No. 96 of June 21, 2017;
Self-employed workers, including those referred to in Chapter I of Law No. 81 of May 22, 2017;
Individuals with a collaboration relationship pursuant to Article 409 of the Italian Code of Civil Procedure and Article 2 of Legislative Decree No. 81 of 2015, who carry out their work activities within the Company;
Workers or collaborators who perform their work activities at the Company, providing goods or services or carrying out works in favor of third parties;
Freelancers and consultants who provide their services to the Company;
Volunteers and interns, whether paid or unpaid, who carry out their activities within the Company;
Shareholders and individuals with functions of administration, management, control, supervision, or representation, even if such functions are exercised de facto, within the Company;
To the extent that they become aware of violations within the work context of the Company, employees of public administrations; employees of independent administrative authorities for guarantee, supervision, or regulation; employees of public economic bodies; employees of private entities under public control pursuant to Article 2359 of the Italian Civil Code; employees of in-house companies; employees of bodies governed by public law or concessionaires of public services.

The Procedure also applies in the following cases:
a) When the legal relationship of the above-listed categories has not yet commenced, if information regarding violations was acquired during the selection process or other pre-contractual phases;
b) During the probationary period;
c) After the termination of the legal relationship, if the information regarding violations was acquired during the course of the relationship.

C) Objective scope of application

The violations that may be reported must concern behaviors, acts or omissions that harm the public interest or the integrity of the public administration or the Company, of which the whistleblower became aware in the work context with the Company, and which consist of:

unlawful acts falling within the scope of application of European Union or national acts or national acts that constitute implementation of European Union acts indicated in the annex to directive (EU) 2019/1937, as referenced in the Decree, relating to the following sectors: public procurement; financial services, products and markets and prevention of money laundering and terrorist financing; product safety and compliance; transport safety; environmental protection; radiation protection and nuclear safety; food and feed safety and animal health and welfare; public health; consumer protection; privacy protection and personal data protection and security of networks and information systems;
acts or omissions that harm the financial interests of the Union referred to in Article 325 of the Treaty on the Functioning of the European Union specified in the relevant derivative law of the European Union;
acts or omissions concerning the internal market, referred to in Article 26, paragraph 2, of the Treaty on the Functioning of the European Union, including violations of European Union rules on competition and state aid, as well as violations concerning the internal market connected to acts that violate corporate tax rules or mechanisms whose purpose is to obtain a tax advantage that defeats the object or purpose of the applicable corporate tax legislation;
acts or behaviors that defeat the object or purpose of the provisions of Union acts in the sectors indicated in the previous points.

D) Excluded and prohibited reports

This procedure and the protections provided by the Decree do not apply to:

disputes, claims or requests linked to a personal interest of the whistleblower that relate exclusively to their individual employment relationships, or pertaining to their employment relationships with hierarchically superior figures;
reports of violations where already mandatorily regulated by European Union or national acts as referenced by the Decree, or by national ones, which constitute implementation of European Union acts indicated in part II of the annex to directive (EU) 2019/1937;
reports of violations regarding national security matters, as well as procurement relating to defense or national security aspects, unless such aspects fall within the relevant derivative law of the European Union;
reports relating to unlawful conduct other than those indicated in paragraph C).

Reports that are absolutely prohibited include those that:

are pretextual, defamatory or slanderous;
are discriminatory in nature, as they are based exclusively on sexual, religious, political orientations or on the racial or ethnic origin of the reported subject;
are made in bad faith, solely for the purpose of creating forms of abuse, or instrumentalization of this Procedure, of the Whistleblowing institute and/or to harm the reported subject or the Company;

E) Internal Reporting Channel
In accordance with the provisions of the Decree, the Company has established an internal reporting channel.
To this end, any person entitled under paragraph B who wishes to make a report may use the following channels:

Written channel: by sending a written report via registered mail with return receipt to the attention of the Whistleblowing Office of Conti Valerio Srl (hereinafter “Whistleblowing Office”), to be sent to the office of Studio Tecnico Ing. Alessio Milli, Via della Pace Mondiale no. 70, ZIP 50018, Scandicci (FI).
The whistleblower must enclose the report in two sealed envelopes: the first containing their identifying data; the second containing the subject of the report. Both envelopes must then be placed inside a third sealed envelope without the sender’s details, bearing on the outside the wording “Reserved for the Whistleblowing Office Conti Valerio Srl.” The envelope may be opened and handled exclusively by the members of the Whistleblowing Office, in compliance with the confidentiality obligations provided by the Decree.
Oral channel: by using the dedicated phone line +39 3396679335, managed directly by the Company’s Whistleblowing Office, with the option to leave a voicemail message. Through the same phone number, the whistleblower may also request a direct meeting with members of the Whistleblowing Office. The meeting will take place in a location that guarantees the whistleblower’s confidentiality, if necessary even outside the Company’s premises.
Oral reports (by phone or in person) will be recorded, transcribed, or documented in a detailed report by the Whistleblowing Office. The whistleblower can review, correct, and confirm the contents of the report and/or transcription by signing it.

Reports, which must be made in good faith and avoid insulting or offensive language, should indicate:

the name and surname, position, and function/role of the person responsible, if known;
the time and place of the occurrence, along with any other elements considered relevant for the report;
any persons present at the location of the violation who may potentially provide information about the event;
any attached documentation that may confirm the validity of the reported fact;
any private interests related to the report;
any other information that may facilitate the collection of evidence related to the report.

The report must also include the whistleblower’s identity and contact details to enable follow-up by the Whistleblowing Office.

Anonymous reports or reports not made in accordance with the methods set out in this Procedure may be considered by the Whistleblowing Office only if they are adequately detailed and documented. Furthermore, such reports generally do not benefit from the protections granted by the Decree, except in cases where the anonymous whistleblower is subsequently identified and suffers retaliation (see paragraph P).

F) Management of the Channel – Whistleblowing Office
The Company has designated a dedicated office, composed of personnel specifically trained for this purpose (the “Whistleblowing Office”), as the recipient of reports.
The members of the Whistleblowing Office will be disclosed according to the procedures described in paragraph S.
If a member of the Whistleblowing Office is a person involved in the report, the whistleblower may decide to address the report only to the other members of the Office, without prejudice to what is indicated in paragraph R.
Any report submitted to a person other than the Whistleblowing Office and/or one of its members must be forwarded without delay to the Office, with simultaneous notification given to the whistleblower.

G) Duties of the Whistleblowing Office

Upon receipt of the report, the Whistleblowing Office:

issues an acknowledgment of receipt to the Whistleblower within seven days from the date of receipt;
conducts a preliminary analysis of its contents, if necessary also with the support of specialized external consultants, in order to assess its relevance and admissibility based on applicable regulations and the Procedure;
maintains communications with the whistleblower and – if necessary – requests clarifications and additional information from them;
archives the report if it deems that it is not admissible due to what is provided by the Decree and this Procedure, and, in particular, in case of: i. absence of objective and subjective legal prerequisites for the exercise of investigative power; ii. absence of essential elements of the report (e.g. description of facts, indication of time and place circumstances of the violation, indication of the person responsible for it); iii. manifest groundlessness of the report due to the absence of factual elements suitable to justify further investigations; iv. report with generic content, such as to prevent understanding of the facts; v. report concerning claims linked to a personal interest of the whistleblower, without any direct and/or indirect connection to the Company's interests.

In such case, the Whistleblowing Office will provide written justification to the whistleblower for the reasons of archiving;

where the report is not archived, takes charge of managing the report and performs the investigative activities necessary to verify its validity. For this purpose, additional information may be requested from the whistleblower, or from subjects possibly indicated by them as persons informed of the facts, or useful documents may be acquired from other Company offices, in full compliance with confidentiality obligations provided by applicable regulations;
provides feedback on the report within three months from the date of the acknowledgment of receipt of the report or, in the absence of such acknowledgment, within three months from the expiry of the seven-day term from the submission of the report.

Following the investigative activity, within the aforementioned term, the Whistleblowing Office may:

a) consider the report unfounded and proceed with its archiving, drafting a reasoned report, which will be communicated to the whistleblower;

b) consider the report founded and transmit the investigative findings to the competent corporate bodies (and in particular to the Board of Directors and/or control bodies) or to external authorities, in relation to the unlawful aspects identified. The transmitted documentation, in any case, will not contain explicit or implicit references to the whistleblower's identity.

Any decision regarding the adoption of disciplinary, sanctioning proceedings and any other measure consequent to the report remains within the competence of the corporate bodies ordinarily responsible.

In the event that a disciplinary proceeding should be instituted against the responsible person following the report, the whistleblower's identity will not be revealed where the disciplinary charge is based on separate and additional findings compared to the report, even if consequent to it.

Where the charge is based, in whole or in part, on the report, and knowledge of the whistleblower's identity is indispensable for the defense of the accused, the report will be usable for the purposes of the disciplinary proceeding only with the express consent of the whistleblower to reveal their identity, following written notice to them about the reasons for revealing confidential data, provided by the Whistleblowing Office.

H) Retention of Reports
The Whistleblowing Office is responsible for the retention of received reports and the related documentation, stored in dedicated files, in a paper and/or digital archive, for the time necessary to process the report and in any case no longer than five years from the date of communication of the final outcome of the reporting procedure, in compliance with applicable confidentiality obligations.

I) Confidentiality Protection
Members of the Whistleblowing Office must maintain the strictest confidentiality regarding the reports and must not disclose any information they have learned in the course of performing their duties, except insofar as strictly necessary to fulfill their tasks.
Reports cannot be used beyond what is necessary to adequately follow up on them.
The identity of the whistleblower and any other information from which such identity can be directly or indirectly inferred cannot be disclosed without the express consent of the whistleblower, to anyone other than the members of the Whistleblowing Office expressly authorized to process such data pursuant to Articles 29 and 32(4) of Regulation (EU) 2016/679 and Article 2-quaterdecies of the Italian Data Protection Code (Legislative Decree No. 196 of June 30, 2003).
In criminal proceedings, the identity of the whistleblower is protected by confidentiality according to the methods and limits set forth in Article 329 of the Italian Code of Criminal Procedure.
In proceedings before the Court of Auditors, the identity of the whistleblower cannot be disclosed until the investigative phase is closed.
In disciplinary proceedings, the provisions indicated in paragraph G apply.
The Company protects the confidentiality of the identities of the persons involved and mentioned in the report until the conclusion of the proceedings initiated as a result of the report, respecting the same guarantees provided in favor of the whistleblower.
In internal reporting procedures, the person involved may be heard, or at their request, must be heard, including through a documentary procedure by acquiring written observations and documents.

L) Protective Measures – Prohibition of Retaliation
The whistleblower shall not suffer any retaliation, understood as any behavior, act, or omission, even if only attempted or threatened, carried out because of the report, which causes or may cause unjust harm to the whistleblower.
Examples of retaliation, if carried out for such reasons, include but are not limited to: dismissal, disciplinary measures; changes in job functions, workplace, or working hours; salary reduction; any form of harassment or discrimination; early termination or cancellation of contracts for goods or services; cancellation of licenses or permits; requests for psychiatric or medical examinations, etc.
In judicial or administrative proceedings, or in any out-of-court disputes concerning the verification of retaliatory acts, it is presumed that such acts were carried out because of the report. The burden of proving that such conduct or acts were motivated by reasons unrelated to the report lies with the party who carried them out.

In the event of a compensation claim filed with the judicial authority, if the claimant demonstrates that they made a report, a public disclosure, or a complaint to the judicial or auditing authority pursuant to the Decree and suffered damage, it is presumed, unless proven otherwise, that the damage resulted from that report, public disclosure, or complaint.
The whistleblower may report any retaliation they believe they have suffered to ANAC (Italian National Anti-Corruption Authority) for the adoption of any sanctioning measures. ANAC informs the National Labor Inspectorate for measures within its competence.
Acts taken in violation of the prohibition of retaliation are null and void. A whistleblower who has been dismissed due to the report has the right to be reinstated in their job pursuant to Article 18 of Law No. 300 of May 20, 1970, or Article 2 of Legislative Decree No. 23 of March 4, 2015, depending on the specific applicable regulations for the worker.
The judicial authority seized shall adopt all necessary measures, including provisional ones, to ensure protection of the subjective legal situation involved, including compensation for damages, reinstatement in the job, orders to cease retaliatory conduct, and the declaration of nullity of acts adopted in violation of the prohibition of retaliation.

M) Protective Measures – Support
The Company informs that ANAC (Italian National Anti-Corruption Authority) maintains a list of Third Sector organizations that provide whistleblowers with support measures, consisting of free information, assistance, and advice regarding reporting procedures and protection from retaliation offered by national and European Union legislation, the rights of the person involved, as well as the methods and conditions for accessing State-funded legal aid.

N) Limitations of Liability
Pursuant to Article 20 of the Decree, the whistleblower is exempt from criminal, civil, and administrative liability when revealing or disclosing information about violations covered by confidentiality obligations (except where confidentiality is required by national or European Union provisions regarding classified information, professional legal and medical secrecy, and confidentiality of judicial body deliberations), or relating to the protection of copyright or personal data, or when revealing or disclosing information about violations that harm the reputation of the person involved or reported, provided that, at the time of the disclosure or dissemination, there were reasonable grounds to believe that such disclosure was necessary to expose the violation and that the report, public disclosure, or complaint to the judicial or audit authority was made in compliance with the conditions set forth in Article 16 of the Decree.
Unless the act constitutes a criminal offense, the whistleblower incurs no liability, including civil or administrative, for acquiring information about violations or accessing such information.
In any case, criminal liability and any other liability, including civil or administrative, are not excluded for behaviors, acts, or omissions unrelated to the report, complaint to judicial or audit authorities, or public disclosure, or which are not strictly necessary to reveal the violation.

O) Other Protected Subjects
The protection measures described in paragraphs L), M), and N) also apply to:

the facilitator, understood as the person who assists the whistleblower in the reporting process, operating within the same work environment, whose assistance must be kept confidential;
persons within the same work environment as the whistleblower who are connected to them by a stable emotional or familial relationship up to the fourth degree;
the whistleblower’s colleagues who work in the same work environment and have a regular and ongoing relationship with that person;
entities owned by the whistleblower or for which those same persons work, as well as entities operating in the same work environment as the aforementioned persons.

These measures also apply in cases where the whistleblower has filed a complaint with the judicial or audit authority or has made a public disclosure in compliance with the provisions of the Decree.

P) Conditions for the Application of Protection Measures
The protection measures indicated in the previous paragraphs (L, M, N, O) apply on the condition that:

at the time of the report, the whistleblower had reasonable grounds to believe that the information about the reported or denounced violations was true and fell within the scope of the Decree;
the report was made in accordance with the provisions of the Whistleblowing Decree.

Protection measures do not apply in the case of anonymous reports, except when the whistleblower is later identified and has suffered retaliation.
Except as provided in Article 20 of the Decree (see paragraph N), when criminal liability of the whistleblower is established, even by a first-instance judgment, for the offenses of defamation or calumny, or for the same offenses committed through the complaint to the judicial or audit authority, or when civil liability arises for the same grounds in cases of willful misconduct or gross negligence, the protections described in the previous paragraphs are not guaranteed, and the whistleblower or complainant shall be subject to disciplinary sanctions.

Q) Processing of Personal Data
The Company, as Data Controller, informs that personal data (including any “sensitive” data, such as racial and ethnic origin, religious, philosophical beliefs, political opinions, membership of political parties or trade unions, as well as personal data revealing health status and sexual orientation) of whistleblowers and other potentially involved subjects, acquired during the management of reports, will be processed fully in compliance with applicable data protection laws (EU Regulation 2016/679, Legislative Decree 196/2003) and limited to what is strictly necessary to verify the validity of the report and to manage it.

The processing is carried out in order to implement the procedures established in this document for the proper management of received reports, as well as to fulfill legal or regulatory obligations, in full respect of confidentiality, the fundamental rights and freedoms, and the dignity of the data subjects.

Personal data manifestly irrelevant to the processing of a specific report will not be collected or, if collected inadvertently, will be deleted. The report may be used in any disciplinary proceedings only with the explicit consent of the whistleblower to disclose their identity. Telephone or messaging reports may be recorded or transcribed only with the explicit consent of the whistleblower.

The rights under Articles 15-22 of EU Regulation 2016/679 may be exercised within the limits set forth in Article 2-undecies of Legislative Decree 196/2003, namely: if exercising these rights could prejudice the protection of the whistleblower’s identity confidentiality, the possibility to contact the data controller is excluded.

The processing of personal data related to the receipt and management of reports will be performed by the Company, as data controller, through the Whistleblowing Office, providing appropriate information to whistleblowers and involved persons pursuant to Articles 13 and 14 of EU Regulation 2016/679, as described in the privacy notice attached to this Operational Procedure and made available according to the methods in paragraph S, as well as adopting appropriate measures to safeguard the rights and freedoms of the data subjects and data protection.

All personnel involved in managing reports are designated as “authorized persons” for the processing of personal data and act under the direct authority of the data controller, pursuant to Article 29 of EU Regulation 2016/679 and Article 2-quaterdecies of Legislative Decree 196/2003.

Authorized persons must comply with the provisions indicated in this procedure as well as any more specific rules related to particular processing operations, which may be provided from time to time by the manager of the Reporting Office upon their involvement.

Authorized persons receive adequate and specific training on personal data protection, data and information security, with regard to the established procedures and the management of reports, relative to their area of competence.

During activities aimed at verifying the validity of the report, all necessary measures will be adopted to protect data from accidental or unlawful destruction, loss, or unauthorized disclosure.

R) External Reporting
The whistleblower may make an external report through the channel established and accessible on the ANAC website exclusively in the following cases:

the internal reporting channel indicated in the Procedure is not active;
the whistleblower has already made a report through the channel indicated in the Procedure and no action has been taken;
the whistleblower has reasonable grounds to believe that, if they made an internal report through the channel provided in this Procedure, it would not be followed up or that the report could expose them to the risk of retaliation;
the whistleblower has reasonable grounds to believe that the violation to be reported may constitute an imminent or evident danger to the public interest.

For the use of the external reporting channel or for resorting to public disclosure, in the cases provided for by the Decree, please refer to the guidelines and the official ANAC website.

S) Publication of the Procedure

The Company, in compliance with the provisions of Article 5, paragraph 1, letter e) of the Decree, commits to informing its personnel and all individuals who frequent the Company’s premises by posting this Procedure on the Company’s notice boards, in order to provide information regarding:

the internal reporting channels, the procedures to be followed, and the conditions for making an internal report; as well as
the external reporting channel, procedures, and conditions for making any external reports using the tools provided by the National Anti-Corruption Authority (ANAC).

The Procedure will also be made available in a dedicated section on the Company’s website, to ensure accessibility to those who, although not present at the Company’s premises, have a legal relationship with it (e.g., suppliers, consultants, etc.).

T) Attachments

Whistleblowing Information Notice;
Reported Person Information Notice.

Attachments

informativa segnalato.pdf (0.2 MB)
informativa whistleblowing.pdf (0.21 MB)