Whistle blowing policy

WHISTLEBLOWING POLICY VERSION 1.0 (February 2023)

Purpose
Definitions
Scope of the policy
Reporting process
Confidentiality & anonymity
Whistleblower Protection
Protection measures for the persons concerned
Processing of personal data

1. Purpose

Milcobel is committed to conducting its business in accordance with all applicable laws, rules and regulations and the highest ethical standards. This commitment and these requirements apply both internally to our employees and externally when collaborating with customers, suppliers and third parties.

Milcobel wishes to preserve and promote a corporate culture, characterized by its ethical values and principles, including honesty and transparency. It is therefore our common responsibility to report internally any facts that could be detrimental to Milcobel.

We wish to organize this in a way that assures everyone that these reports can be made without facing any risk of retaliation and with the guarantee of a fair and confidential investigation.

To fully facilitate this, a whistleblowing scheme is implemented, in addition to existing operational and internal control procedures, to detect and limit breaches falling within the scope of the Whistleblowing Act.

2. Definitions

For the interpretation, assessment and application of the Policy, the following expressions have the below meaning, unless irreconcilable with the context:

Policy: the present regulation that lays down the terms and conditions of the whistleblower scheme.
Protection: all required measures enforced by Milcobel to maintain the confidentiality of the Whistleblower's identity and his/her report. It also includes all measures to be taken to safeguard the Whistleblower from any form of Retaliation in the framework of the Whistleblowing Directive.
External Reporting: the communication of information on Breaches to the competent authorities or public authorities, and thus not via the Reporting Channel.
Breach: an act or omission that directly violates or contradicts the purpose or application of the rules within the material scope of the Whistleblowing Act, namely:
- any breach of legal or regulatory (enforcement) provisions relating to:
  - public procurement;
  - financial services, products and markets and prevention of money laundering and terrorist financing;
  - product safety and conformity;
  - transport safety;
  - environmental protection;
  - radiation protection and nuclear safety;
  - food and feed safety, animal health and welfare;
  - public health;
  - consumer protection;
  - protection of privacy and personal data, and security of networks and information systems;
  - the fight against tax fraud;
  - the fight against social fraud.
- breaches affecting the financial interests of the European Union;
- breaches relating to the internal market, including breaches of Union competition and State aid rules, as well as breaches relating to the internal market in relation to acts which breach the rules of corporate tax or to arrangements with the purpose of obtaining a tax advantage that defeats the object or purpose of the applicable corporate tax law.
Internal Reporting: reporting information about Breaches within Milcobel through the Reporting Channel.
Whistleblower: natural person who reports or publicly discloses information on a (potential) Breach obtained in a Work-related Context, included in the list in section 3.1.
Reporting Channel: the platform for Internal Reporting implemented by Milcobel and which is accessible via : https://milcobel.integrityline.app/ . The Reporting Channel offers the possibility to perform an Internal Report on two levels:
- A report with the Milcobel Group Whistleblowing Office; and
- A report on the level of each legal entity of Milcobel with over 250 employees, managed by a Whistleblowing Officer(s) linked to this specific entity and/or an externally appointed expert service provider.
Whistleblowing Directive: the Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law.
Whistleblowing Act: the Act of 28 November 2022 on the protection of persons who report breaches of Union or national law, within a legal entity in the private sector.
Whistleblowing: the reporting in Good Faith (either Internally or Externally) of a (potential) Breach.
Whistleblowing Officer(s): the team responsible for receiving and monitoring Whistleblowing reports made under the Policy.
Based on the Whistleblowing in question, this team can always be extended/replaced by (external) experts, who will support the investigation of the Whistleblowing and handle the internal Reporting Channel.
Milcobel: Milcobel CV (CBE 0870.019.427) and any affiliated companies within the meaning of Article 1:20 of the Companies and Associations Code.
Milcobel Group Whistleblowing Office: the Whistleblowing Officer(s) responsible for handling reports made through the Reporting Channel, being the Milcobel Group Legal Function, supported by the Milcobel Internal Audit team and/or an externally appointed expert service provider.
Public Disclosure:the public release of information about Breaches.
Good faith: the Whistleblower has reasonable grounds to believe that a potential Breach exists, supported by facts and data. The report is not made in view of any kind of personal gain.
Retaliation: any direct or indirect act or omission which occurs as a result of an Internal or External Reporting or Public Disclosure, and which causes or may cause unjustified harm to the Whistleblower.
Work-related Context: as defined by the EU Whistleblowing Directive, means current or past work activities within Milcobel, regardless of the nature of those activities, through which persons acquire information about Breaches and in which those persons could be subject to Retaliation if they reported such information.

3. Scope of the policy

3.1 In scope

The Policy applies to all persons who, in Good Faith, report a Breach after acquiring information in a Work-related Context. Such persons include, but are not limited to:

Milcobel employees, persons holding powers of daily management and self-employed directors;
Milcobel contractors, consultants, service providers, suppliers and business partners;
Shareholders and any other person occupying executive, managerial and/or administrative positions within Milcobel. This also includes non-executive members of Milcobel, voluntary workers and interns, regardless of their remuneration.

Next to this, the Policy is not only applicable to Whistleblowers with an ongoing relationship with Milcobel, but also applies to all persons who (i) report Breaches that occurred during a relationship that has already ended; or (ii) has not started yet (e.g., as a result of information obtained during a recruitment phase).
Finally, are also taken into account:

“facilitators”, being natural persons who support a Whistleblower in reporting an alleged Breach;
any third party – like colleagues and relatives – connected to the Whistleblower that could face any form of Retaliation;
any legal entity to whom the Whistleblower is connected.

3.2 Out of scope

The purpose of the Policy is not to oppose Milcobel business and/or financial decisions nor is it intended to assess elements that are the subject of other specific policies, regulations or procedures (e.g. harassment at the workplace).

4. Reporting process

4.1 When to report?

The Whistleblower must act in Good Faith.
It is important that the concerns raised are genuine and not based on mere gossip or rumors. Alleging improper behaviour on the part of another person can be damaging to that person and others, so it is important that any allegations can be supported with sufficient information.

4.2 What to report?

All Breaches, as defined in section 2, can be reported.

4.3 How to report?

In line with the advice of EU authorities and social partners, it is advisable to report Breaches by default through the internal Reporting Channel.

In this way, Whistleblowing can always be handled quickly by a specialized and expert team, which has the necessary understanding of the Milcobel structure and activities, to carry out a thorough investigation, with guarantees for the Whistleblower against possible Retaliation.

4.3.1 Internal Reporting

The Reporting Channel is a platform where Whistleblowers can submit an (anonymous) report in a safe and compliant environment. The Reporting Channel always contains explanations for the Whistleblower, if necessary, so that he or she can complete the Report in the best possible way. Please note that we may ask for your consent to make a recording of a telephone conversation, voice message or physical meeting, or to make a full and accurate transcript of the conversation. This is for the purpose of building an objective record and complying with reporting obligations.

In accordance with applicable laws and regulations, Whistleblowing Officers are of course bound by confidentiality. If the report is not made anonymously, only the Whistleblowing Officers will have access to the identity of the Whistleblower.

4.3.2 External Reporting

If a Whistleblower chooses (following an Internal Report) to report through the external reporting channel, he/she may contact the federal Ombudsman (https://www.federaalombudsman.be/en/whistleblowers).

4.3.3 Public Disclosure

Whistleblowers can still benefit from Protection when they publicly disclose Breaches if they comply with the below requirements, implying that Public Disclosure should be the last resort.

Indeed, a person who makes a public disclosure shall only qualify for Protection if either of the following conditions is met:

the person first reported Internally and Externally, or directly Externally, but no appropriate action was taken in response to the report within a reasonable timeframe; or
the person has reasonable grounds to believe that:
- the Breach may constitute an imminent or manifest danger to the public interest; or
- the person has reasonable grounds to believe that in the case of External Reporting, there is a risk of Retaliation or there is a low prospect of the Breach being effectively addressed, due to the particular circumstances of the case, such as those where evidence may be concealed or destroyed or where an authority may be in collusion with the perpetrator of the Breach or involved in the Breach.

4.4 Investigation of reports

Milcobel guarantees to all Whistleblowers that all Internal Reports made in good faith under the Policy will be thoroughly and impartially investigated.

The following steps are performed:

A Whistleblowing Officer will acknowledge having received the report by notifying the Whistleblower within 7 days of that receipt;
A Whistleblowing Officer will do an initial assessment to confirm it is a valid report within the scope of the Policy;
A Whistleblowing Officer will start the investigation;
A Whistleblowing Officer will follow up on the reports and provide feedback to the Whistleblower. He/she will request additional information from the Whistleblower if necessary and possible;
The final outcome of the investigation will be shared with the Whistleblower no later than three months after receipt of the report. The content and scope of this feedback will be determined on a case-by-case basis, to the extent that sharing such information is allowed and relevant;
Where appropriate, the information will be shared by the Whistleblowing Officer with the competent authorities or public authorities in due time.

In case the Breach is proven, Milcobel assures that appropriate and proportionate measures are taken (e.g., disciplinary measures, dismissal and/or legal proceedings). Furthermore, Milcobel strives to implement the necessary steps to prevent, as far as possible, further occurrences of such Breaches.

5. Confidentiality & anonymity

Milcobel aims to preserve the confidentiality of Whistleblowers or other individuals who provide information in the course of an investigation, in general. The identity of the Whistleblower will not be disclosed to anyone other than the Whistleblowing Officers unless the Whistleblower gives explicit consent to do so.

When the Whistleblower makes use of one of the previously mentioned Reporting Channels (see section 4.3), he or she is encouraged to identify himself or herself and not to use the anonymous reporting option. This allows Milcobel to more easily (i) conduct a thorough investigation; (ii) provide feedback to the Whistleblower; and (iii) ensure Protection from Retaliation.

6. Whistleblower Protection

In general, Retaliation or threats of Retaliation against individuals will not be tolerated or permitted under any circumstances. Examples of Retaliation include – but are not limited to – the following:

any form of adverse amendment to the employment;
demotion;
suspension;
discipline;
threats;
intimidation;
harassment.

If an employee or party with whom Milcobel has a business relationship is confronted with behaviour that he/she believes constitutes Retaliation, we ask that person to report it immediately through the Reporting Channel. Milcobel will then investigate the Report and take appropriate action.

For the reporting of Breaches, the Whistleblowing Directive imposes specific protection mechanisms:

Where a Whistleblower reports information on a Breach in accordance with the Policy, they shall not be considered to have breached any restriction on disclosure of information and shall not incur liability of any kind in respect of such a report or disclosure provided that they had reasonable grounds to believe that the reporting or disclosure of such information was necessary for revealing a Breach.
A Whistleblower reporting a Breach shall not incur liability in respect of the acquisition of or the access to the information, which is reported or disclosed, provided that such acquisition or access did not constitute a self-standing criminal offence. In the event of the acquisition or access constituting a criminal offence itself, criminal liability may be incurred based on applicable national law.
In legal proceedings, including for defamation, breach of copyright, breach of secrecy, breach of data protection rules, disclosure of trade secrets, or for compensation claims based on private, public, or on collective labor law, Whistleblowers shall not incur liability of any kind as a result of reports of a Breach or Public Disclosures of a Breach.

When reporting a Breach, Whistleblowers can also be entitled to:

(a) legal aid in cross-border criminal and civil proceedings in accordance with the Whistleblowing Directive as well as legal assistance and advice;
(b) financial assistance and other support measures.

Finally, it should be noted that even Whistleblowers who report Breaches are not safeguarded from remedial actions as a result of their own misconduct.

If an employee makes a report, he or she may still be subject to prosecution based on facts unrelated to the report;
The communication of false and/or misleading information in the context of an investigation into a Whistleblowing will not be tolerated;
If the acquisition of or access to information used for the Whistleblower itself constitutes a criminal offence, it may lead to criminal prosecution.

7. Protection measures for the persons concerned

Note that any person concerned by a report has the right to an effective remedy and to a fair trial, as well as to the presumption of innocence and the rights of defence, including the right to be heard and the right of access their file.

The identity of persons concerned is protected for as long as investigations triggered by the report or the Public Disclosure are ongoing.

The persons concerned in a report will also enjoy protection of their identity.

8. Processing of personal data

Any processing of personal data carried out in the context of a Whistleblower’s report, including the exchange or transfer of personal data by the competent authorities, shall be carried out in accordance with Regulation (EU) 2016/679 and Directive (EU) 2016/680, as well as the applicable Milcobel Privacy Policies.

Personal data which are manifestly not relevant for the handling of a specific report will not be processed or, if processed accidentally, shall be deleted without undue delay.

Milcobel collaborates with a third party subject to strict confidentiality and security standards for the Internal Reporting Channel and any investigation initiated. Milcobel remains the data controller. Your personal data will not be disclosed to or accessed by non-authorized staff members.