Whistle-blower policy

With regard to the corporate governance of an organisation, it is important for the Managing Director to ensure that employees are able to report suspected irregularities concerning the organisation to the Managing Director or an officer specially designated for that purpose by the organisation without thereby endangering their legal position.

These whistle-blower regulations provide every employee with the ability to make disclosure or report suspicions directly to an external confidential adviser. It is possible for this to be done without disclosing the identity of the whistle-blower during the remainder of the process.

The external confidential adviser is appointed by the Managing Director and Supervisory Board of Simavi. Any disclosures received by the external confidential adviser will be treated in confidence. The external confidential adviser will then have the following possibilities:

  • To recommend to the whistle-blower that he/she discusses the disclosure with a colleague or officer in a supervisory position within the organisation; the external confidential adviser will not then take any action himself/herself.
  • The external confidential adviser contacts the Managing Director and the Supervisory Board himself/herself in order to discuss the nature of the disclosure and make any follow-up agreements.
  • If the Managing Director is involved in the disclosure, the external confidential adviser may decide to only inform the Supervisory Board.
  • If the Managing Director and the Supervisory Board are both involved in the disclosure, the external confidential adviser may decide to engage a third party.

The external confidential adviser will discuss these follow-up steps with the whistle-blower and explain the argumentation for the choice of follow-up steps. The above steps are worked out in more detail in the regulations below.

These whistle-blower regulations have been included in the Simavi ISO handbook.

Definitions

In these regulations the following meanings shall apply:

  • Suspected infraction: A reasonably founded suspicion of irregularities of a general, operational or financial nature in relation to Simavi, in connection with:
    a. an actual or potential criminal offence;
    b. an actual or potential violation of laws and regulations and/or rules of conduct within the organisation;
    c. an actual or potential threat to public health, safety or the environment;
    d. actual or potential deliberate provision of incorrect information to authorities or individuals responsible for the introduction of or supervision of compliance with statutory regulations or to official investigating officers;
    e. harming the good name of Simavi in any way, either directly or indirectly, or;
    f. a threat of the deliberate withholding, destruction or manipulation of information concerning
    these facts.
  • Whistleblowing: The employee notifies the external confidential adviser of his/her suspicions of
    an infraction of internal and/or external regulations. Infraction of these regulations is part of the
    responsibility of the employer and there is a proportionate public interest at stake.
  • External confidential adviser: This person is designated by the Managing Director and the
    Supervisory Board of Simavi as an initial point of contact and assistance for Simavi employees
    reporting an infraction. The external confidential adviser has a duty of confidentiality with regard
    to what has been disclosed and will discuss possible follow-up action with the whistle-blower.

An infraction is not: An infraction does not concern a report of an undesired intimacy, personal complaints concerning the work, ethical objections towards Simavi’s normal activities or disclosures in relation to insider information. In order to report such behaviour the employee should turn to his or her line-manager or the internal confidential adviser. The names of the internal confidential advisers can be found in the policy named 5.2.1.7. Klachtenregeling en vertrouwenspersoon in Simavi ISO handbook.

Aims

The aim of this procedure is to:

  • provide Simavi employees with the ability to report infractions or suspected infractions and to
    follow up such reports properly;
  • make it clear to the employees that they need not be afraid of disciplinary action or unfair
    treatment if they report (suspected) infractions in good faith in accordance with this procedure;
  • contribute to the development of a culture characterised by openness, accountability and
    integrity.

Making disclosures

What should you do as an employee if you wish to make a disclosure?

  1. Consider first of all whether the disclosure you wish to make comes under these whistle-blower
    regulations or whether your line-manager or internal confidential adviser can be approached.
  2. If it is felt necessary to make a disclosure to the external confidential adviser, the latter’s contact
    details may be found in these regulations. A disclosure may be made in writing, in person or by
    telephone. A disclosure may not be made anonymously – although the identity of the whistleblower
    will if so desired remain confidential throughout the process. This means that the external
    confidential adviser and/or other parties concerned will not disclose the whistle-blower’s personal
    details without the latter’s consent unless obliged to do so by law. Where there is such a
    requirement the whistle-blower will be advised without delay, followed by written confirmation.
  3.  The external confidential adviser will always record the disclosure in writing and have this signed
    as approved by the whistle-blower, who will receive a certified copy. In the case of a
    disclosure by telephone a separate meeting can be arranged in order to draw up and sign the
    statement. The written report will at the least indicate the name of the employee, provide a brief description
    of the suspected infraction and specify the date on which the disclosure was received
    by the external confidential adviser. To ensure that the anonymity of the whistle-blower as
    mentioned under no. 2 is safe guarded, the external confidential adviser will keep all hardcopy
    and softcopy documents in a locked cabinet and on a hard drive that is only accessible by the
    external confidential adviser, secured with a password. In case the whistle-blower has requested
    not to disclose his/her identity to other persons to be involved in the response to a disclosure, all
    communication will be done via the external confidential adviser.
  4. The external confidential adviser will assess the disclosure upon receipt. If he regards the
    disclosure as founded he will take follow-up action without delay. If he declares it to be unfounded
    he will communicate this decision and the grounds on which it is based in writing to the employee.
  5. The employee will provide the external confidential adviser with all the necessary information to
    assess the disclosure and conduct an investigation.
  6. If action is taken in response to a disclosure, the external confidential adviser, in consultation with
    the whistle-blower, has the choice of contacting the Managing Director and/or the Supervisory
    Board and/or a third party (such as the judicial authorities).
  7. With regard to the measures to be taken, the employee’s name will not be disclosed and other
    information will also be disclosed in such a way as to preserve the anonymity of the employee.
  8. Follow-up measures will be set in motion within three weeks from the date of the disclosure by
    the employee to the external confidential adviser. In the case of a written report submitted to the
    Managing Director and/or the Supervisory Board the employee will be informed of the
    substantive standpoint taken on the issue and any steps that have been undertaken or proposed
    with regard to the notified suspicion of an infraction.
  9. If it is not possible for this standpoint to be issued within a period of three weeks, the employee
    will be advised accordingly by the external confidential adviser and will be told within what period
    a standpoint may be expected.

Annual report from the external confidential adviser

The external confidential adviser will submit a report, based solely on any disclosures made, to the Managing Director concerning the external confidential adviser’s activities in the relevant calendar year within two months from the end of that year. He/she shall inform him/her of the disclosures (without directly or indirectly revealing the identity of the whistle blower(s)), the relevant decisions and the outcomes of any investigation into the (suspected) infractions that have been reported.

Secrecy and legal protection

  1. Any party receiving information pursuant to these regulations concerning the disclosure of a
    suspected infraction will observe secrecy in this respect vis-a-vis third parties, unless he is
    authorised or obliged under these regulations or under or pursuant to the law to provide that
    information to a third party. In that case, the whistle-blower will be advised and/or informed
    accordingly without delay.
  2. An employee who has reported a suspected infraction in good faith in accordance with these
    regulations will not be penalised in any way as a result of such disclosure. Reprisals against
    employees as a result of an honest disclosure shall be regarded as a serious violation of these
    regulations, in which case appropriate action will be taken to protect the whistle-blower’s
    position under employment law and to sanction those responsible for the reprisals. An employee
    who considers he/she has been penalised in response to making a disclosure are requested to
    report this as quickly as possible to his/her line manager (in case the employee feels comfortable
    to do so) and/or the external confidential adviser.

Selection, appointment and remuneration of the external confidential adviser

The Managing Director and the chairman of the employee representative body will jointly draw up a profile of the external confidential adviser specifying the requirements the latter must satisfy. The appointment interviews with the potential confidential adviser externally shall be conducted by the Managing Director and the chairman of the Supervisory Board in consultation with the employee representative body (i.e. PVT; personeelsvertegenwoordiging).

The appointed external confidential adviser shall be independent of Simavi in all respects. He/she shall not be in any way dependent on the payments that he/she receives for exercising the position of external confidential adviser. Any expense payment to be made to the external confidential adviser will be determined by the Supervisory Board.

Other Matters

  1. These regulations apply as of April 2016, the external confidential advisor was appointed on
    December 16 by the Supervisory Board.
  2. The regulations will be evaluated by the Managing Director, with the concurrence of the
    employee representative body (i.e. the PVT), within two years of coming into force.
  3. The regulations may be amended by the Managing Director and/or Supervisory Board, after
    consulting the external confidential adviser. Both the Managing Director and the Supervisory
    Board must approve any amendment to these whistle-blower regulations. The amendments
    must be submitted to the PVT for approval.
  4. In those cases not covered by the regulations the Managing Director and/or the Supervisory
    Board shall decide.

Contact details external confidential adviser

Mr. Frank van der Endt
Schermerstraat 25, 2013 ER Haarlem NL
Telephone number: +31 6-55170842;
Email address: vanderendt@cordes.nl

Start the conversation

Share this article