Whistleblowing

SELECTA S.p.A. (hereinafter also “Selecta” or the “Company”) has adopted a Code of Ethics aimed at formalising the obligations and responsibilities assumed within the context of its professional and corporate activities.

Hence, the Company – in accordance with the provisions of Law no. 179 dated 30^th November 2017, stating that “Provisions for the protection of Whistleblowers who report crimes or misconduct of which they become aware in the context of private or public employment” and the applicable best practice in terms of crime prevention – has adopted this “Whistleblowing” procedure (hereinafter, the “Procedure”) for handling reports from sources that are both internal and external to Selecta.

In addition, the Company has implemented a Procedure so as to ensure the confidentiality of the Whistleblower’s identity whilst handling the reporting.

The Whistleblower’s identity may be revealed, as a rule, only upon the provision of their consent, except whereby such is necessary to ensure the accused party’s right to defence in accordance with applicable laws.

The Procedure describes the means for reporting any irregularity and/or the occurrence of any unlawful conduct, be it by commission or omission, that constitutes a violation (even if only whereby suspected) of the principles enshrined in the Code of Ethics, along with policy violations and the violation of corporate rules referring thereto, which may result in fraud or damages – even potentially – vis-à-vis colleagues, shareholders and interested parties (stakeholders) or which may constitute acts of an injurious or illicit nature against Selecta’s interests and reputation.

All personal data shall be processed in accordance with the current Privacy Policy (being the EU Regulation 2016/679 – GDPR), Legislative Decree no. 196/2003, Legislative Decree no. 101/2018, along with any other legislation on the protection of personal data applicable in Italy, including the provisions of the Data Protection Authority, in complete respect of fundamental rights and freedoms, with particular regard to the confidentiality of the identity of the parties involved and the security of the processing itself.

The subjects identified, as determined below in the Procedure, may report:

• violations, both overt or suspected, of the provisions within the Code of Ethics adopted by the Company;
• acts or behaviours that result or even potentially result in one of the offences or inappropriate behaviours set out in the Code of Ethics;
• any conduct, risk-taking and behaviour that is not in accordance with the corporate regulations or procedures in force and which may in any case result in economic damage or reputational harm to the corporate image.

No reporting of any content other than that outlined above shall be permitted.

Reports must always be made in good faith, be well-founded, clear and accordingly based on precise and consistent factors.

To this end, the person reporting is expected to:

• provide details of their own professional qualification or position;
• give a complete description of the facts subject to the reporting;
• indicate the date and location in which the deed being reported occurred;
• specify the person/s believed to be responsible for the violation/s, along with any other person/s involved and/or who may be able to further report on the incidences;
• describe the factors that may circumscribe the object of the reporting;
• attach all relevant documents in support of the reporting;
• provide all necessary information for the reconstruction of the events and an assessment of the authenticity of the report.

The anonymous reporting, being devoid of factors that would allow the author to be identified yet submitted via the channels set out in the Procedure, must be taken into consideration whereby the report is properly substantiated and outlined in great detail, being such as to reveal facts or situations in relation to specific contexts.

Those who are able to report are as follows:

• members of the Corporate Entities (Assembly, Board of Directors, Board of Statutory Auditors, etc.);
• any Company employees and collaborators;
• Selecta’s external partners (such as Suppliers, Clients and/or Business Partners, plus Stakeholders).

Reports are to be submitted in writing via one of the following alternative channels:

• by email to the address selecta@gmail.com;
• by mail to the following address: SELECTA SPA – VIA DEL SAPERE No. 1 – 45030 OCCHIOBELLO (RO), posted in a sealed envelope to the attention of the Reports Manager;
• brevi manu within the specific department of the company – in sealed envelope marked as “RESERVED” – to the kind attention of the Reports Manager.

The reporting channels described above, in compliance with the requirements contained in the aforementioned Law no. 179 of 2017, protect the confidentiality of the Whistleblower, guaranteeing that anyone intending to step forward shall receive adequate protection and exemption from any retaliation or discriminatory acts, as is better regulated in the following paragraphs.

Reports subject to this policy shall be received by the company’s Reports Manager (hereinafter, the “Recipient”). The Recipient was specially appointed by Selecta.

The Recipient shall manage the same in accordance with the principles of confidentiality and verify that such is well-founded in the manner set out below.

The Recipient shall receive the report, examine its content and take any action deemed necessary in order to establish whether or not the accusations are justified.

The Recipient shall record the report having been received in a specific Reports Register (hereinafter, the “Register”), set up and only accessible to the Recipient themselves.

The Recipient shall analyse the reported facts and documents (where appropriate) received and, whereby considered appropriate for the purpose of establishing the soundness of the claim, may:

• contact the Whistleblower (if not anonymous) and hold a personal and confidential interview in order to obtain any clarifications or additional information that may be appropriate or necessary;
• call upon any other person able to provide further information on that reported;
• carry out any additional activity deemed necessary for the purpose of establishing the validity of that reported.

In carrying out the assessment activities, the Recipient may involve other company personnel and – where necessary – also appoint external consultants. The members of the working group involved in examining the whistleblowing shall be subject to the same obligations regarding confidentiality and the same responsibilities as the Recipient. All persons involved must refrain from any involvement in the whistleblowing that could lead to a potential conflict of interest.

The Recipient shall draft and maintain the minutes of any meetings regarding the investigative activities.

Upon conclusion of the aforementioned assessment phase, the Recipient shall draft a report on the activities carried out and, should the whistleblowing prove to be unfounded, provide timely communication to the Whistleblower to this end, proceeding with the conclusion of the proceedings and the simultaneous filing of the report, with the relevant annotations in the Reports Register regarding the motivation leading to its filing.

In contrast, in the event that – as a result of the investigations carried out – the reporting proves to be well-founded, the Recipient shall promptly notify Selecta’s Chief Executive Officer and subsequently the Board of Directors and Board of Statutory Auditors, proposing a plan of action in agreement with the Chief Executive Officer that may include – depending on the circumstances of the events – submitting the report to the Judicial Authority as well as the possible adoption of sanctions against the person reported or in any case of the subjects proven to have partaken in any stated unlawful conduct or violations.

Also in this case, the Recipient shall report the outcome of the procedure in the Register, along with the possible sanctions for the party subject to the reporting, as well as the possible undertaking of judicial proceedings.

It is furthermore possible that investigations into the matter prove that the whistleblowing was manifestly unfounded, likely undertaken for the sole purpose of discrediting one or more entities or the Company itself. In this case, the Recipient, in agreement with Selecta, shall enact proceedings for the application of sanctions against the Whistleblower whose claims have been proven to be unfounded, also in accordance with the regulations under the labour laws in force and the applicable collective labour agreements, along with adopting all measures considered as being most appropriate for each individual case, including whether the possible filing of a complaint to the competent Judicial Authority should be undertaken.

Upon conclusion of the procedure outlined above, the Recipient shall undertake any and all initiatives necessary for the adaptation of the Code of Ethics and business practices with respect to any violations found to have occurred.

Only the Recipient shall have access to any reporting submitted to them, with the relevant data to be processed for the time strictly necessary for the management of the whistleblowing procedure. The Recipient is thus in charge, throughout each stage of the aforementioned procedure, of safekeeping the documentation received and archiving these in a manner that guarantees their integrity and completeness.

In particular, data processing concerning the Whistleblower and the subject/s suspected of misconduct is to be carried out in compliance with the Privacy Policy. Such data shall be retained only for the period strictly necessary for handling the matter and in accordance with this specific purpose.

The Recipient shall ensure the utmost confidentiality regarding the Whistleblower in order to protect their identity.

Except in cases whereby the concealment of the Whistleblower’s identity is not legally enforceable, the name of the reporter cannot be disclosed to anyone without their direct consent.

As such, without prejudice to the exceptions referred to above, the Recipient and all who receive or are involved in handling the reporting are obliged to protect the confidentiality of the Whistleblower and to guarantee the utmost discretion in regards to the information received, even indirectly, concerning the facts reported.

Any breach of the obligation to maintain confidentiality shall be a cause for disciplinary liability, without prejudice to any further liability envisaged under the law.

The Company does not consent or tolerate threats, retaliation or discrimination against anyone who, in good faith, reports misconduct or non-compliance with the Code of Ethics and with the relevant Company Policy.

Revengeful or discriminatory measures mean – by way of mere example – unwarranted disciplinary actions, unmotivated changes in job role or location, workplace harassment or any type of intimidation that is directly or indirectly connected to the whistleblowing, that impacts in any way upon the Whistleblower’s employment conditions.

Should the Whistleblower claim to have been subject to retaliatory or discriminatory actions as a consequence of the complaint filed, they are able to report such to their hierarchical superior to assess the possibility of resolving the matter and remedying the effects of discrimination in addition to the subsistence of the possibility of commencing disciplinary proceedings against those responsible for such retaliation or discrimination.

It is the responsibility of the Whistleblower, even whereby anonymous, to submit reports in good faith and in line with that described in the Procedure. Reports that are manifestly unfounded, opportunistic or filed for the sole purpose of causing harm to the person/s reported shall be taken into account and, as anticipated, be subject to penalties or submission to the competent Judicial Authority.

During the substantiating and investigative activities, the parties subject to the whistleblowing reports may be involved in this activity, however in no case shall any disciplinary procedures be enacted against them in the absence of concrete evidence regarding that which has occurred. As anticipated, any action should only be taken as a result of the evidence found and verified as a result of the reporting itself.

The Procedure will be periodically reviewed, at least every two years, in accordance with the enacted process.

The Procedure will be entirely communicated, illustrated and disseminated to all interested parties, to the personnel (employees and collaborators), as well as to all third parties concerned in respect of the provisions contained therein.

The Procedure shall be distributed and implemented within the organisation through publication on the bulletin board and through the Company intranet.

Personnel training is then to be achieved electronically or via scheduled courses.