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Reporting violations and whistleblower protection

INTERNAL PROCEDURE
FOR REPORTING AND FOLLOWING UP ON LEGAL VIOLATIONS
in force at
GRANA SP. Z O.O. WITH ITS REGISTERED OFFICE IN SKAWINA

Taking into account the obligations set out in the Act of 14 June 2024 on protection of whistleblowers, entering into force on 25 September 2024 (hereinafter: the Act), with a view to introducing transparent rules for disclosing instances of irregularities, taking appropriate corrective actions in connection with occurring violations and aiming to ensure protection of persons reporting violations of law (hereinafter: whistleblowers), the company GRANA sp. z o.o. with its registered office in Skawina (ul. Piłsudskiego 1, 32-050 Skawina), entered in the register of entrepreneurs of the National Court Register under the NCR (KRS) number: 0000086375 (hereinafter: GRANA or the Company), hereby introduces an internal procedure for reporting infringements of the law and undertaking follow-up actions (hereinafter: Internal Procedure).

CHAPTER I. INTRODUCTION

GENERAL INFORMATION, PURPOSE AND SCOPE OF REGULATION

§ 1

  1. The Internal Procedure sets out the procedure for receiving internal reports regarding information on violations of the law in the Company, as well as taking follow-up actions in connection with these reports.
  2. The Internal Procedure applies to a whistleblower who submits an internal report in a work-related context, regardless of the legal relationship constituting the basis for the work performed by the whistleblower.
  3. The Internal Procedure was established by the Company after consultation with the company trade union organisation operating in the Company.

§ 2

The terms indicated below in the Internal Procedure have the following meanings:

  • information about a violation of law is information, including a reasonable suspicion, regarding an existing or potential violation of law that has occurred or is likely to occur in a Company in which the whistleblower participated in the recruitment process or other negotiations preceding the conclusion of a contract, works or worked, or in another legal entity with which the whistleblower maintains or has maintained contact in a work-related context, or information regarding attempts to conceal such a violation of law;
  • an internal report is the provision to a legal entity of information about a violation of law, made as part of the internal procedures in force in the Company, described in Chapter II of the Internal Procedure;
  • an external report is the provision of information to the Ombudsman or a public body about a violation of the law by the Company using the reporting channels indicated, for example, in Chapter III of the Internal Procedure;
  • follow-up action is an action taken by the Company or a public authority in order to assess the veracity of the information contained in the report and to counteract the violation of the law that is the subject of the report, including by launching an investigation, initiating inspections or administrative proceedings, filing charges, taking action to recover funds or closing an internal procedure for reporting violations of law and taking follow-up actions or a procedure for receiving external reports and taking follow-up action.

AREAS OF REPORTABLE VIOLATIONS

§ 3

  1. A reportable violation of the law is an unlawful act or omission or an act intended to circumvent the law, relating to:
    1. corruption;
    2. public procurement;
    3. financial services, products and markets;
    4. anti-money laundering and countering terrorist financing;
    5. product safety and compliance;
    6. transport safety;
    7. environmental protection;
    8. radiological protection and nuclear safety;
    9. food and feed safety;
    10. animal health and welfare;
    11. public health;
    12. consumer protection;
    13. privacy and data protection;
    14. security of ICT networks and systems;
    15. financial interests of the State Treasury of the Republic of Poland, of the local government unit and of the European Union;
    16. the internal market of the European Union, including public law competition and state aid rules as well as corporate taxation;
    17. freedoms and rights of the human being and the citizen - occurring in relations between individuals and public authorities and not related to the areas indicated in points 1-16 above.

PROHIBITION OF RETALIATION AND PROTECTION OF WHISTLEBLOWERS

§ 4

  1. Whistleblowers are legally protected against any retaliation, as well as attempts or threats of retaliation, which means direct or indirect acts or omissions in a work-related context, which are caused by a report or public disclosure and which violate or may violate the whistleblower's rights or cause or may cause unjustified harm to the whistleblower, including the unjustified initiation of proceedings against the whistleblower.
  2. Where work or services have been, are being or are intended to be performed on the basis of a legal relationship other than an employment relationship, constituting the basis for the performance of work or services or a function, the submission of a report or public disclosure shall not constitute grounds for retaliation or an attempt or threat of retaliation, including, in particular:
    • the termination of a contract to which the whistleblower is a party, in particular concerning the sale or supply of goods or the provision of services, the withdrawal from such a contract or its termination without notice;
    • the imposition of an obligation or the refusal to grant, a limitation or withdrawal of an entitlement, in particular a concession, permit or relief.
  3. The prohibition of retaliation also covers a person assisting in the reporting, a person associated with the reporting person, as well as a legal person or other organisational unit assisting or associated with the whistleblower, in particular owned or employed by the whistleblower.
  4. The protection referred to above shall be afforded to the whistleblower from the time of reporting or public disclosure, provided that the whistleblower had reasonable grounds to believe that the information that was the subject of the report or public disclosure was true at the time of the report or public disclosure and that it constitutes information about an infringement of the law.
  5. The protection provided for in the Internal Procedure does not apply to a whistleblower who knowingly submits an internal report knowing that a breach has not occurred (i.e. acting in bad faith). Knowingly reporting false information is subject to liability under the relevant regulations.

CHAPTER II.  INTERNAL REPORTS

PERSONS AUTHORISED TO SUBMIT REPORTS AND REPORTING PROCEDURE

§ 5

  1. Persons authorised to submit internal reports include:
    1. employees and former employees of the Company;
    2. temporary employees;
    3. persons performing work on a basis other than an employment relationship, including those cooperating with the Company on the basis of contracts to which the provisions on the contract of mandate and other civil law contracts apply;
    4. entrepreneurs - the Company's business partners, including customers, suppliers, contractors and subcontractors;
    5. proxies;
    6. shareholders or partners;
    7. members of a body of a legal entity or of an organisational entity without legal personality;
    8. persons performing work under the supervision and direction of a contractor, subcontractor or supplier;
    9. interns, volunteers and apprentices.
  2. The Internal Procedure shall also apply to a natural person referred to in paragraph 1, in the event of reporting or publicly disclosing information about an infringement of the law obtained in a work-related context prior to the establishment of an employment relationship or of any other legal relationship constituting the basis for the performance of work or services, or the exercise of functions in or for a legal entity, or after their termination.

§ 6

  1. The entity authorised by the Company to receive internal reports in the Company is the Head of Human Resources (hereinafter: Compliance Officer), i.e. on the date of introduction of the Internal Procedure - Mr Tomasz Kaczmarczyk.

§ 7

  1. Internal reports, together with the contact details of the person submitting the report (e-mail address, telephone number, written correspondence address), can be submitted as follows:
    • in writing - by placing a written report (in a closed envelope with the inscription "Report of Violation"), in the comments and ideas boxes at the Company's headquarters at ul. Piłsudskiego 1 in Skawina,
    • verbally - to the Compliance Officer
    • by post to the company's address
  2. Internal reports made anonymously will not be considered.
  3. Reports of irregularities should indicate a clear and comprehensive explanation of the subject of the report and include in particular:
    • the date and place where the irregularity occurred or when and where the person submitting the report became aware of the irregularity,
    • a description of the specific situation or circumstances giving rise to the possibility of irregularity,
    • indication of the entity to which the irregularity relates,
    • identification of possible witnesses of irregularities,
    • indication of all the evidence and information available to the person submitting the report, which may be helpful in the investigation of irregularities.
  4. Each internal report should also include the e-mail address, telephone number and written correspondence address of the person submitting the report.

§ 8

  1. The whistleblower receives acknowledgement of receipt of an internal report, within 7 (seven) days of its submission:
    • if an e-mail address is indicated in the report – via an e-mail sent to that e-mail address,
    • if no e-mail address is indicated in the report, but a telephone number is indicated in the application – via a text message sent to this telephone number,
    • if no e-mail address or telephone number is indicated in the report, but an address for written correspondence is indicated in the report – by written correspondence to the address for written correspondence indicated in the report - unless the person submitting the report has failed to provide data enabling confirmation.

FOLLOW-UP

§ 9

  1. The persons authorised to undertake follow-up activities, in particular to verify the report and carry out further communication with the person submitting the report, including requesting additional information and providing feedback to the person submitting the report, are:
    • the Compliance Officer and
    • in the case of reports concerning the Compliance Officer or during their absence from work – any member of the Company's Management Board or any other person indicated by the Company's Management Board. A report may not be verified by a person who is likely to be in any way negatively involved in the act or omission to which the report relates.
  2. The persons referred to in paragraph 1 above may delegate the acquisition and transmission of information related to the report to other employees of the Company. Supervision of the investigation procedure is exercised by the persons referred to in paragraph 1 above.
  3. The persons referred to in paragraph 1 above shall be obliged to conduct follow-up actions with due diligence.
  4. Upon receipt of an internal report, the persons referred to in paragraph 1 above shall carry out a preliminary analysis of the report and decide whether to grant the status of a whistleblower to the person submitting the report.
  5. The status of a whistleblower can be obtained by any person submitting a report, unless:
    • a preliminary analysis of the report gives grounds to assume that the person submitting the report manifestly acted in bad faith,
    • a preliminary analysis of the report gives grounds to assume that the report is manifestly false,
    • a preliminary analysis of the report gives grounds to assume that the information communicated does not constitute information about a violation of the law within the meaning of the Internal Procedure.
  6. If a submitted report is deemed suitable for consideration, the persons referred to in paragraph 1 above may summon a person performing work for the Company to provide explanations aimed at clarifying the circumstances referred to in the internal report. The summoned person is obliged to appear and present all information and documents in their possession that may make it possible to determine the circumstances referred to in the internal report.
  7. The persons referred to in paragraph 1 above may also seek the assistance or opinion of representatives of other organisational units of the Company or of an external entity providing professional services, insofar as the knowledge and experience of such persons are necessary to clarify all the circumstances referred to in the internal report.
  8. After explaining all the circumstances contained in the internal report, the persons referred to in paragraph 1 above decide on the legitimacy of the report and make recommendations as to the possible follow-up actions.
  9. The persons referred to in paragraph 1 above shall draw up a report of the investigation, which shall include recommendations on the settlement of the case, such as:
    • conducting a conversation,
    • issuing a warning,
    • introducing changes in the Company's procedures.
  10. In cases where:
    • the violation of law can be effectively remedied within the organisational structure of the Company – the persons referred to in paragraph 1 above shall take the corrective actions specified in the recommendations;
    • the violation of law cannot be effectively remedied within the organisational structure of the Company – the persons referred to in paragraph 1 above shall notify law enforcement authorities or initiate other proceedings prescribed by law;
    • the report of violation turned out to be unfounded – the persons referred to in paragraph 1 above shall close the proceedings specified in the Internal Procedure.

§ 10

  1. The whistleblower will receive feedback, which includes information on whether or not a violation of the law has been found and information on the follow-up actions planned or taken as well as the reasons for such actions.
  2. Feedback shall be provided to the person submitting the report within 3 (three) months from the acknowledgement of receipt of the report, or, if no acknowledgement of receipt was given to the person submitting the report, within 3 (three) months from the expiry of 7 (seven) days from the date of submission of the report. Feedback shall be provided using the means of communication indicated in § 8 (1), if the nature of this information allows it, unless the person submitting the report has not indicated the contact details to which the feedback is to be provided.

§ 11

  1. The Company ensures that the processing of personal data related to the reports and the Internal Procedure prevents unauthorised persons from gaining access to information covered by the report and ensures the protection of the confidentiality of the identity of the person submitting the report, the person concerned, and any third parties indicated in the report. Confidentiality protection applies to information that could be directly or indirectly used in order to reveal the identity of such persons.
  2. Only persons authorised in writing by the Company shall be allowed to receive and verify reports, undertake follow-up actions, and process the personal data of the persons referred to in paragraph 1.  These authorised persons are obliged to maintain secrecy, even after the termination of the employment relationship or other legal relationship pursuant to which they performed such work.

§ 12

  1. Each internal report is subject to registration directly by the Compliance Officer.
  2. The register of internal reports includes:
    • the report number;
    • subject of infringement;
    • personal data of the whistleblower and of the person concerned, necessary to identify them,
    • e-mail address, telephone number, written correspondence address of the whistleblower;
    • the date of reporting;
    • information on follow-up actions taken;
    • the date of completion of the case.
  3. The information relating to the notification shall be retained in the Register of Internal Reports for a period of 3 years after the end of the calendar year in which the follow-up action was completed, or after the completion of other proceedings initiated by this action.

CHAPTER III: FINAL PROVISIONS

§ 13

  1. The Internal Procedure enters into force after 7 days from the date of its notification to persons performing work in the manner adopted in the Company.
  2. Amendments to the Internal Procedure will be made after consultation with the company trade union organisation operating in the Company and will come into effect 7 days after their announcement.
  3. The Human Resources Department informs all persons working for the Company of the adoption and content of the Internal Procedure, as well as of its amendments.
  4. A person applying for a job based on an employment relationship or another legal relationship providing a basis for the performance of work, services or functions shall be informed of the Internal Procedure by the Human Resources Department with the commencement of recruitment or negotiations.

Kraków, Skawina, 25.09. 2024 r.