Whistle-blower policy

1. General

With regard to the corporate governance of an organisation, it is important to ensure that employees and other stakeholders 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 and stakeholder 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 the whistle-blower discuss and report the issue with a colleague, an officer in a supervisory position or the internal confidential adviser within the organisation; the external confidential adviser will not then take any action directly. (Please also refer to the internal Confidential Adviser and Complaint policy (5.2.1.7).
• The external confidential adviser contacts the Managing Director and the Supervisory Board directly 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 are part of the Simavi organisational manuals and published on the website of Simavi.

2. 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:
  • an actual or potential criminal offence;
  • an actual or potential violation of laws and regulations, internal regulations and/or Code of Conduct of Simavi;
  • an actual or potential threat to public health, safety or the environment;
  • 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;
  • harming the good name of Simavi in any way, either directly or indirectly, or;
  • a threat of the deliberate withholding, destruction or manipulation of information concerning these facts.
• Whistle-blowing: The employee or stakeholder (the whistle-blower) 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 and stakeholders 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 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 coach, Circle Lead or the internal confidential adviser. The names of the internal confidential advisers can be found in the Confidential Adviser and Complaint policy (5.2.1.7).

3. Aims

The aim of this procedure is to:

• provide Simavi employees and stakeholders with the ability to report infractions or suspected infractions and to follow up such reports properly;
• make it clear to the employees and stakeholders 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.

4. Making disclosures

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

1. Consider first of all whether the disclosure you want to make comes under this Whistle-blower policy, or whether the Complaints policy of Simavi (1.1.4) applies, or whether your coach, Circle Lead 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 whistle-blower 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 such statement. The written report will at the least indicate the name of the whistle-blower, 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 safeguarded, 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/she regards the disclosure as founded he/she will take follow-up action without delay. If he/she declares it to be unfounded he will communicate this decision and the grounds on which it is based in writing to the whistle-blower.
5. The whistle-blower 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 whistle-blower's name will not be disclosed and other information will also be disclosed in such a way as to preserve the anonymity of the whistle-blower.
8. Follow-up measures will be set in motion within three weeks from the date of the disclosure by the whistle-blower to the external confidential adviser. In the case of a written report submitted to the Managing Director and/or the Supervisory Board the whistle-blower 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 whistle-blower will be advised accordingly by the external confidential adviser and will be told within what period a standpoint may be expected.

5. 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 the Managing Director 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. A summary of this report will be included in the Annual report of Simavi.

6. 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 or stakeholder 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. A whistle-blower who considers to be penalised in response to making a disclosure is requested to report this as quickly as possible to his/her coach or Circle Lead (in case the whistle-blower feels comfortable to do so) and/or the external confidential adviser.

7. Selection, appointment and remuneration of the external confidential adviser

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

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.

8. Other Matters

1. These regulations apply as of April 2016, the external confidential advisor was appointed on December 16, 2016 by the Supervisory Board.
2. The regulations will be evaluated by the Managing Director, with the concurrence of the ERB, 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
4. Board must approve any amendment to these whistle-blower regulations. The amendments must be submitted to the ERB for approval.
   In those cases not covered by these regulations the Managing Director and/or the Supervisory Board shall decide.

9. Contact details external confidential adviser

Mr. Frank van der Endt
Schermerstraat 25, 2013 ER Haarlem NL
Telephone number: +31 6 55 17 08 42
Email address: vanderendt@cordes.nl