We want to clarify that this procedure may be subject to revisions through union consultations; in such cases, we will take care to provide the necessary information.
1. DEFINITIONS AND ACRONYMS
“ANAC”: Italian National Anti-Corruption Authority.
“Internal Reporting Channels”: Email address (Whistleblowing Manager); Ordinary post; Direct meeting, as indicated in this Procedure;
“Work-related Context”: work or professional activities, present or past, performed as part of the relationships indicated in Articles 4 and 7.2, letter c) of the Procedure, through which, irrespective of the nature of such activities, an individual acquires information about breaches and which may involve the risk of suffering retaliations if a report or a public disclosure or a notification to the judicial or accounting authority is made;
“231 Decree”: Italian Legislative Decree no. 231 of 8 June 2001, as amended and supplemented;
“Health and Fashion Shoes Italia” and/or the “Company”: Health and Fashion Shoes Italia S.p.A.;
“Whistleblowing Law”: Italian Legislative Decree no. 24 of 10 March 2023;
“Privacy Rules”: Regulation (EU) 2016/679 and Italian Legislative Decree no. 196 of 30 June 2003.
“Whistleblowing Manager”: Studio Legale e Tributario Associato Quorum with registered office in Via degli Scipioni 281 in the person of the lawyers Andrea Patrizi and Francesco Fiore;
“Person Concerned”: the natural or legal person mentioned in the internal or external report or in the public disclosure as the person to whom the breach is attributed or as a person implicated in the reported or publicly disclosed breach;
“Procedure”: this procedure;
“Retaliation”: any conduct, act or omission, even only attempted or threatened, implemented based upon the report, the notification to the judicial or account authority, or the public disclosure that causes or may cause to the Whistleblower or to the person who made the notification, directly or indirectly, unjust damage;
“Report(s)”: communication(s) of breaches according to the definitions and using the channels indicated in the Whistleblowing Law and in this Procedure;
“Whistleblower”: the natural person, among those indicated in Article 4 of this Procedure, who makes the Report.
2. DESCRIPTION OF THE PROCEDURE
The Procedure is aimed at regulating and governing the communication and management methods of reports relating to breaches of domestic regulatory provisions and EU regulatory provisions, which harm the public interest or the integrity of Health and Fashion Shoes Italia, of which the persons indicated below have become aware in the Work-related Context of the Company, in order to guarantee that all appropriate actions are undertaken and all measures aimed at addressing the breaches subject to the report are implemented, and, consequently, their repetition is avoided.
In particular, the Procedure incorporates the provisions of Italian Legislative Decree no. 24 of 10 March 2023, laying down “Implementation of 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 and laying down provisions concerning the protection of persons who report breaches of domestic regulatory provisions”.
Therefore, the aim of that instrument is to prevent the occurrence of irregularities within the organisation by intercepting non-compliant behaviours in good time, in order to remedy them, but also to involve senior company management, employees and anyone else who holds a relationship with Health and Fashion Shoes Italia in activity to combat non-compliance, through active and responsible participation.
To that end, the Procedure aims, in conformity with the Whistleblowing Law, to define the following operational aspects:
- Identification of the persons who may make reports;
- Identification of the subject of the reports and the respective minimum content;
- Identification of the different forms of report and the respective channels;
- Identification of the recipients of internal reports;
- Indication of the procedures for making reports;
- Information on the methods for managing internal reports;
- Information on the forms of protection for the Whistleblower.
3. REGULATORY CONTEXT OF REFERENCE
The term “whistleblowing” means the legal institution aimed, on one side, at regulating the methods of reporting unlawful conduct within a given context (the work-related context, in this case) and, on the other, at protecting the Whistleblower from any retaliation.
The Whistleblowing Law has transposed into the Italian legal system 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 and laying down provisions concerning the protection of persons who report breaches of domestic regulatory provisions.
The legislation replaces and consequently repeals the previous rules envisaged by Article 54-bis of Italian Legislative Decree no. 165 of 30 March 2001, by Article 3 of Italian Law no. 179 of 30 November 2017, and by Article 6, paragraphs 2-ter and 2-quater of Italian Legislative Decree no. 231 of 8 June 2001, which, respectively in the public and private sphere, limited the subject of the reports to irregularities in the management or organisation of the activity of an entity to the extent to which those irregularities constituted episodes of so-called Maladministration, (particularly in the public sector) or of breaches of the organisation model and/or the code of ethics, as well as limiting the categories of whistleblowers and the whistleblowing channels themselves.
The Whistleblowing Law expands the subject of the reports, extends the range of whistleblowers to whom the protections envisaged therein apply, identifies three reporting channels, details the methods of managing the reports, regulates the identification of the recipient of the reports, and envisages a specific sanction regime, which punishes, inter alia, entities that fail to establish a reporting system “compliant” with the respective regulation.
4. PERSONS WHO MAY MAKE REPORTS
Reports may be made by the following persons:
• employees of Health and Fashion Shoes Italia S.p.A. even during the trial period;
• self-employed workers, individual entrepreneurs, collaborators with whom Health and Fashion Shoes Italia S.p.A. holds relationships for the performance of services, the implementation of works, or the supply of goods;
• holders of agency or commercial representation relationships and other continuous and coordinated collaboration relationships, according to the laws in force at the time, who perform their work activity at Health and Fashion Shoes Italia S.p.A.;
• workers or collaborators who perform their work activity at legal entities which supply goods or services or which perform works in favour of Health and Fashion Shoes Italia S.p.A.;
• freelancers and consultants who perform activity in favour of Health and Fashion Shoes Italia S.p.A.;
• volunteers and interns, paid and unpaid, who perform activity at Health and Fashion Shoes Italia S.p.A.;
• representatives of the shareholder of Health and Fashion Shoes Italia S.p.A.;
• directors, auditors, independent auditing company of Health and Fashion Shoes Italia S.p.A., or any person with duties of management, direction, control or supervision, even exercised on a merely de facto basis, at Health and Fashion Shoes Italia S.p.A.
Furthermore, the Report may also be made:
a) when the legal relationship with the Company has not yet begun, if the information about the breaches was acquired during the selection process or during other pre-contractual phases;
b) after the dissolution of the employment relationship with Health and Fashion Shoes Italia, if the information about the breaches was acquired during the relationship itself.
5. SUBJECT OF THE REPORTS
The Reports may concern breaches of domestic or EU regulatory provisions that harm the public interest or the integrity of Health and Fashion Shoes Italia S.p.A., of which the Whistleblower has become aware in the Work-related Context of the Company.
In detail, the breaches consist of behaviours, acts or omissions, that involve:
1) unlawful behaviours relevant in accordance with the 231 Decree, or non-compliance with the policies and procedures adopted by the Company;
2) breaches of the law, including matters relating to extortion and corruption, competition law, fraud, financial crimes, food safety and quality issues, harassment and discrimination, international trade controls, personal data protection, rights and protection of individuals, serious environmental damages or conflicts of interest, which are not significant for the purposes of the 231 Decree;
3) offences that fall within the scope of application of European Union acts, in breach of domestic and European provisions, relating to the following sectors: public contracts, services, products and financial markets and prevention of money laundering and terrorist financing; product safety and conformity; transport safety; environmental protection; radiation protection and nuclear safety; safety of foodstuffs and animal feed, and health and welfare of animals; public health; consumer protection; protection of privacy and protection of personal data and network and computer system security; acts or behaviours that compromise the interests protected by the European Union in those sectors are also protected;
4) acts or omissions that harm or, in any case, compromise the financial interests of the European Union;
5) acts or omissions regarding the internal market of the European Union, including breaches of European Union rules in relation to competition and State aid, as well as breaches concerning the internal market of the European Union, connected to acts that violate the corporate tax rules or mechanisms whose purpose is to achieve a tax benefit that defeats the object or purpose of the applicable legislation on corporate tax (and, therefore, the use of evasive mechanisms).
The Reports, relating to the matters indicated above, may even concern well-founded suspicions regarding breaches committed or that, based upon concrete elements, could be committed at Health and Fashion Shoes Italia, as well as elements concerning behaviours aimed at concealing such breaches.
This Procedure does not cover the following Reports, with respect to which the rules envisaged by the Whistleblowing Law do not apply:
disputes, claims or requests linked to an interest of personal nature of the Whistleblower, or relating to his/her employment relationships with hierarchically superior figures (such as, for example, complaints of personal nature of the Whistleblower, a disagreement between two employees or relationships with the hierarchical superior or with colleagues, or a situation of doubt regarding one’s prospects for career growth and, more generally, claims/requests that fall within the rules of the employment relationship, etc).
The issues indicated in the previous point must not be reported via the channels described above. With regard to those situations, they may, obviously, be discussed and addressed via other available channels (for example, discussions with the hierarchical superior).
Any Reports that do not concern aspects falling into the categories indicated above will not be considered/managed.
5.1 Minimum Content of the Report
To enable the conduct of an adequate preliminary investigation into the matter, it is essential for the Report to contain at least the following elements:
• a clear and complete description of the facts subject to the Report;
• the indication of any documents that can confirm the foundation of those facts;
• if known, the circumstances in terms of time and place in which the acts subject to the Report were committed;
• if known, the personal details or other elements (such as qualification and service in which the activity is performed) that enable the person concerned to be identified;
• any other information that may provide useful evidence with regard to the existence of the reported facts.
Reports made via the methods envisaged below (particularly the internal Report), but not having any element that enables their author to be identified (i.e. anonymous Reports) will be taken into consideration provided that the same are adequately substantiated, detailed and based upon precise and concordant facts (and do not have generic or confusing content), which enable their appropriate examination and assessment (for example, the mention of specific company areas, procedures or particular events, etc.).
It is, in any case, prohibited:
• to use injurious expressions;
• to send Reports for purely defamatory or slanderous purposes;
• to send Reports that relate exclusively to aspects of private lives, with no direct or indirect connection to the company activity. Those Reports will be considered even more serious if they refer to habits or sexual orientation, religious, political and philosophical beliefs.
In the event of a breach of the aforementioned prohibition, the sanctions indicated in Article 8 below will be applied.
6. TYPES OF REPORT
Depending on the type of the means of communication used in conformity with the provisions indicated below, the Whistleblower may use:
internal Report: written or oral communication of information about the breaches using the channels indicated in paragraph 6.1;
external Report: written or oral communication of information about the breaches using the channel indicated in paragraph 6.2;
public disclosure, making public information about breaches via the press or electronic media or in any case via general means of communication able to reach a high number of people.
This is in any case without prejudice to the possibility for the Whistleblower to notify the breaches to the judicial or accounting authority.
6.1 Internal Report
a) Recipient of the Report
The recipient of the Report is the Whistleblowing Manager.
b) Reporting Channels
The channels for making the Reports are the following:
i) Written communication
Email address (Whistleblowing Manager): email@example.com.
Access to that email address is limited only to persons specifically authorised within the structure of the Whistleblowing Manager, who will be the only persons who know the access password which is changed periodically; the subject of the email must contain the wording “Strictly Confidential. Reserved to the Whistleblowing Manager”,
Ordinary post: to be sent to the following address: Studio Legale e Tributario Associato Quorum - Via Cino del Duca 5, 20121 Milan, FAO Mr Andrea Patrizi /Mr Francesco Fiore. In view of the confidential recording of the report by the Whistleblowing Manager, the report must be inserted into two sealed envelopes: the first with the identification details of the Whistleblower together with a photocopy of the identification document; the second with the report, so as to separate the identification details of the Whistleblower from the report. Both must then be inserted into a third sealed envelope containing on its exterior the wording “Strictly Confidential. Reserved to the Whistleblowing Manager”, in order to guarantee the utmost confidentiality. If that channel is used, the Whistleblower must indicate in the communication an address to which the Whistleblowing Manager can send proof of receipt of the Report and provide the respective feedback in accordance with Art. 5 of the Whistleblowing Law, as indicated below.
If no address is indicated, the Whistleblowing Manager will examine the Report, in the presence of the presuppositions indicated in Article 5 above of the Procedure, with no obligation to provide proof of receipt and no obligation to respond as envisaged by the Whistleblowing Law.
In order to guarantee the utmost confidentiality of the Whistleblower, the Company recommends using the ordinary post channel.
ii) Oral communication
Direct meeting: the Whistleblower, using the email (Whistleblowing Manager) and/or ordinary post channels, may request a direct meeting with the Whistleblowing Manager, in order to make the Report in oral form, provided that he/she indicates in the request a telephone number at which he/she can be contacted. The meeting will be fixed within 15 (fifteen) days from receipt of the request.
The communication of the Report orally, subject to consent from the Whistleblower, is documented by the Whistleblowing Manager by way of recording on a device suitable for storage and listening, or by minutes. In the case of minutes, the Whistleblower may check, amend and confirm the minutes of the meeting by way of signing the same.
c) Subject of the Report
The internal report can be used to make 231 reports, reports of breaches of law and reports of breaches of European Union provisions.
d) Management of the Report and outcome of the preliminary investigation phase
Following the report, the Whistleblowing Manager:
• issues to the Whistleblower a notice of receipt of the Report within seven days from the date of receipt, where this is possible in conformity with the above indications;
• continues to liaise with the Whistleblower and may ask the latter, if necessary, to provide additional information; the discussions and provision of additional information may occur, at the request of the Whistleblower, through a paper procedure or by acquiring written observations and documents;
• diligently follows up on the Reports received;
• provides information on the follow-up implemented or to be implemented in relation to the Report (“feedback”) within three months from the date of notice of receipt or, in the absence of such notice, within three months from the expiry of the term of seven days from submission of the Report.
The proof of receipt and the feedback do not apply in the case of an anonymous Report or failure to indicate an address by the Whistleblower.
For the purposes of the preliminary investigation phase, the Whistleblowing Manager may also obtain support and collaboration from the relevant structures. If support of specialist nature (technical, legal, etc.) is required, that activity may even be carried out with the involvement of an external consultant, identified by the Whistleblowing Manager. In that case, the consultant, subject to a commitment to respect professional confidentiality, may be sent all documentation useful for performing the preliminary investigation.
The Report, in order to be considered well-founded, must contain:
- a detailed description of the reported facts as well as any document that supports the Report;
- information that facilitates a discussion between the Whistleblower and the Whistleblowing Manager.
The foundation of the circumstances represented in the Report must, in any case, be assessed, in respect of the principles of impartiality and confidentiality, by the Whistleblowing Manager, who performs every activity considered appropriate, including hearing from any other persons who can provide information on the reported facts.
At the end of the preliminary investigation phase, the Whistleblowing Manager, as well as providing a feedback to the Whistleblower, also communicates the outcome to the persons within the company in charge of adopting the appropriate measures in that regard, namely:
the managing director, the head of human resources, the head of the department to which the perpetrator of the ascertained breach belongs, if the perpetrator is an employee or a collaborator of Health and Fashion Shoes Italia;
the managing director, the head of the department with which the perpetrator of the ascertained breach liaises, if the perpetrator is a supplier or a consultant of Health and Fashion Shoes Italia;
the managing director, in all other cases, or one of the other members of the management body, if the report concerns the managing director or the chairman of the board of directors.
In addition to the foregoing, the outcome of the preliminary investigation phase of the Report may be communicated to the management body of the Company and to the competent structures so that they may adopt any additional measures and/or actions that are rendered necessary in the circumstances to protect Health and Fashion Shoes Italia.
Where, for the purposes of the preliminary investigation, it is necessary to reveal the identity of the Whistleblower, the provisions of Article 7.1 below are applied.
6.2 External Report
a) Conditions for making an external report
The Whistleblower may make an external report (benefiting from the protections envisaged by the Whistleblowing Law) if, at the time of presenting the same, one of the following conditions is in place:
• the Whistleblower has already made an internal report in accordance with Article 6.1 of the Procedure and the same has not been followed up within the indicated timescales;
• the Whistleblower has well-founded reasons to believe that, if he/she made an internal report, the same would not be adequately followed up or that the Report may lead to the risk of retaliation;
• the Whistleblower has well-founded reason to believe that the breach may constitute an imminent or clear danger to the public interest.
The recipient of the external report is ANAC (Italian National Anti-Corruption Authority). The external report presented to an entity other than ANAC is sent to the latter, within seven days from the date of its receipt, simultaneously informing the Whistleblower of such transmission.
c) Reporting channels and respective method of execution
The Whistleblower can acquire information from the internet address https://www.anticorruzione.it/-/whistleblowing in order to make the external report.
d) Subject of the Report
The external report can be used to report violations of European Union provisions.
e) Management of the Report by ANAC
Following receipt of the report, ANAC performs the following activities:
• notifies the Whistleblower of its receipt of the external report within seven days from the date of receipt, subject to an explicit request to the contrary by the Whistleblower or the case where ANAC considers that the notice would prejudice the protection of the confidentiality of the Whistleblower’s identity;
• continues to liaise with the Whistleblower and asks the latter, if necessary, to provide additional information;
• diligently follows up on the Reports received;
• performs the preliminary investigation necessary to follow up on the Report, also by way of interviews and acquisition of documents;
• gives a feedback to the Whistleblower within three months or, if justified and motivated reasons are in place, within six months from the date of notice of receipt of the external report or, in the absence of such notice, from the expiry of seven days from its receipt;
• communicates to the Whistleblower the final outcome, which may even consist of dismissal of the report or transmission to the competent authorities (administrative or judicial institutions, organisations or bodies of the European Union) or a recommendation or an administrative sanction.
6.3 Public disclosure
a) Conditions for making a public disclosure
The Whistleblower may make a public disclosure (benefiting from the protections envisaged by the Whistleblowing Law) if, at the time of its presentation, one of the following conditions is in place:
• the Whistleblower has previously made an internal and external report or has made directly an external report, according to the methods envisaged in Articles 6.1 and 6.2, and has been given no feedback within the timescales envisaged therein in relation to the planned or adopted measures to follow up on the Reports;
• the Whistleblower has well-founded reason to believe that the breach may constitute an imminent or clear danger to the public interest;
• the Whistleblower has well-founded reason to believe that the external report may involve the risk of retaliation or may not be effectively followed up based upon the specific circumstances of the case, such as those in which proof may be concealed or destroyed or there is a well-founded fear that those who received the Report may be in collusion with the perpetrator of the breach or involved in the breach itself.
b) Public disclosure channels
The channels for making Reports are the press or electronic media or in any case means of communication able to reach a high number of people.
c) Subject of the Report
Reports of violations of European Union provisions may form the subject of a public disclosure.
7. FORMS OF PROTECTION FOR THE WHISTLEBLOWER
The reporting system of breaches adopted by Health and Fashion Shoes Italia guarantees the confidentiality and protection of the personal data of the Whistleblower.
Health and Fashion Shoes Italia also adopts all necessary measures to guarantee full protection of the Whistleblower against possible retaliatory, discriminatory or unfair behaviours consequent to the Report.
7.1 Confidentiality of the whistleblower’s identity
Access to the internal reporting channels “Email address” and “Reserved internal post” is permitted exclusively to the Whistleblowing Manager; if the Whistleblower uses his/her email account at Health and Fashion Shoes Italia for the purposes of sending the Report, identified with the subject indicated in Article 6.1 of this Procedure, nobody is authorised, therein including the managers of the IT systems, to read it.
Breaches of the requirements set out in the above paragraph, committed by anyone, are the source of disciplinary, contractual and, where applicable, criminal liability.
The identity of the whistleblower and any other information from which that identity can, directly or indirectly, be obtained may not be revealed, without the express consent of the Whistleblower, to persons other than the Whistleblowing Manager, even if expressly authorised to process those data in accordance with the Privacy Rules.
In the case of an external report, the confidentiality of the Whistleblower’s identity is guaranteed by ANAC.
Furthermore, in protection of the Whistleblower, it is noted that:
• in criminal proceedings, the Whistleblower’s identity is covered by secrecy in the manner and within the limits envisaged by Article 329 of the Italian Code of Criminal Procedure “Secrecy Obligation”;
• in proceedings before the Court of Auditors, the Whistleblower’s identity may not be revealed until the closure of the preliminary investigation phase;
• in disciplinary proceedings, the Whistleblower’s identity may not be revealed, where the charge of the disciplinary offence is based upon separate and additional assessments from the Report, even if consequent to the same. If the charge is based, in whole or in part, on the Report and the knowledge of the Whistleblower’s identity is essential for the accused’s defence, the Report may be used for the purposes of the disciplinary proceedings only with the express consent of the Whistleblower to the disclosure of his/her identity.
7.2 Prohibition on “retaliation”
a) Prohibited acts of retaliation
Health and Fashion Shoes Italia establishes an absolute prohibition on any discriminatory measure against the Whistleblower; in detail, the following circumstances constitute retaliation, after the Report has been made:
- dismissal, suspension or equivalent measures;
- demotion or failure to promote;
- change of duties, change of workplace, reduction in salary, change of work hours;
- suspension from training or any restriction on accessing the same;
- negative merit notes or negative references;
- adoption of disciplinary measures or other sanctions, even financial;
- coercion, intimidation, harassment or ostracism;
- discrimination or unfavourable treatment;
- failure to convert a temporary employment contract into a permanent employment contract, where the worker has a legitimate expectation of such conversion;
- failure to renew or early termination of a temporary employment contract;
- damages, even to the reputation of the individual, particularly on social media, or economic or financial prejudices, including loss of economic opportunities and loss of income;
- entry into improper lists based upon a formal or informal sector agreements which may lead to the impossibility of the individual finding employment in the sector in the future;
- early termination or cancellation of the supply contract of goods or services;
- cancellation of a licence or a permit;
- request to undergo psychiatric or medical assessments.
Acts implemented in breach of the prohibition on retaliation are invalid. Persons who have been dismissed due to a Report (internal and/or external), public disclosure or notification to the judicial or accounting authority have the right to be reinstated to the job.
Any retaliation suffered may be reported to ANAC, via the website https://www.anticorruzione.it/; in that case, ANAC informs the National Employment Inspectorate, so that it may take the measures under its remit.
b) Conditions for protection of the Whistleblower
The protection against acts of retaliation indicated in the above point applies in the presence of the following conditions:
• at the time of the Report (internal and/or external) or the notification to the judicial or accounting authority or the public disclosure, the Whistleblower had well-founded reason to believe that the information on the breaches reported, publicly disclosed or notified was true and fell within the objective scope of application of this regulation;
• the Report (internal and/or external) or public disclosure was made in respect of the methods envisaged by this Procedure at Article 6.
Protection is provided also in cases of an anonymous Report or notification to the judicial or accounting authority or public disclosure, if the Whistleblower was subsequently identified and suffered retaliation, as well as in cases of a Report presented to the competent institutions, bodies and organisations of the European Union, in conformity with the provisions of this regulation.
Protection is not guaranteed if the Whistleblower or reporting person is subjected to a disciplinary sanction, when the following circumstances are ascertained, even through a first instance ruling, (i) the criminal liability of the Whistleblower for crimes of defamation or slander or in any case for the same crimes committed with the notification to the judicial or accounting authority, or (ii) his/her civil liability, for the same reason, in cases of wilful intent or gross negligence.
c) Other persons to whom the protection applies
The protection indicated in the above letters also applies to the following persons:
• the natural person who assists the Whistleblower in the reporting process, acting within the same Work-related Context and whose assistance must be kept confidential (so-called “facilitators”);
• persons in the same Work-related Context as the Whistleblower or as those who made a notification to the judicial or accounting authority or as those who made the public disclosure and who are linked to them by a stable emotional or kinship bond within the fourth degree;
• work colleagues of the Whistleblower or of the person who made a notification to the judicial or accounting authority or who made a public disclosure, who work in the same Work-related Context and who have with that person a habitual and current relationship;
• entities owned by the Whistleblower or the person who made a notification to the judicial or accounting authority or who made a public disclosure or for which those persons work, as well as entities that operate in the same Work-related Context as the aforementioned persons.
8. SANCTION SYSTEM
Any breach of the provisions contained in the above paragraphs may activate the sanction procedure. In particular, the following are liable to the application of sanctions:
(i) the Whistleblower who has made reports with wilful intent or gross negligence or those which turn out to be false, groundless, with defamatory content or in any case made for the sole purpose of damaging the Company, the reported person or other persons involved in the Report;
(ii) the person who has violated the confidentiality of the Whistleblower;
(iii) the person who is responsible for an act of “retaliation”;
(iv) the person who has obstructed or attempted to obstruct the Report.
Where those breaches are made by an employee of the Company, the assessment and application of disciplinary sanctions occurs in respect of the procedures envisaged by Art. 7 of Italian Law no. 300 of 30/5/1970 (“Workers’ Statute”) and by the disciplinary code of the National Collective Labour Agreement for Commerce and Tertiary (Confcommercio) and any other applicable special regulations, and must take account of the principles of proportionality and adequacy with respect to the disputed breach. In that regard, the following circumstances are taken into account:
• type of disputed offence;
• actual circumstances in which the offence occurred;
• methods of committing the conduct;
• severity of the breach, also taking account of the subjective behaviour of the agent;
• any commission of several breaches as part of the same conduct;
• any contribution of multiple persons to the commission of the breach;
• any recidivism by the perpetrator of the breach.
All employees, directors and collaborators of Health and Fashion Shoes Italia, as well as all those who have contractual relationships with the Company, as part of those relationships, are subject to the sanction and disciplinary system indicated in this Procedure.
The procedure for applying sanctions indicated in this chapter takes account of the particular aspects deriving from the legal status of the entity against which action is being taken.
The Human Resources function of Health and Fashion Shoes Italia is responsible for applying disciplinary measures, which will do so having also heard the non-binding opinion of the hierarchical superior of the perpetrator of the censured conduct.
Sanctions against white-collar workers and middle managers
The National Collective Labour Agreement (“CCNL Commerce and Tertiary - Confcommercio”) is applied to employees positioned as white-collar workers and middle managers.
Any behaviours by non-executive personnel in violation of the individual rules of conduct established by this Procedure constitute disciplinary offences, also in respect to and in application of what is envisaged by the CCNL, by the Workers’ Statute and by any applicable special regulations. The sanctions envisaged therein are: 1) verbal warning for minor offences; written warning in cases of recidivism of the offences indicated in point 1); fine in an amount not exceeding the sum of 4 hours of normal pay indicated in Art. 206; suspension from pay and from work for a maximum of 10 days; disciplinary dismissal without notice and with all other legal consequences.
The type and extent of each of the sanctions cited above will be determined in relation:
• to the intentional nature of the conduct or the degree of negligence, imprudence or malpractice, also with regard to the predictability of the event;
• to the overall conduct of the worker with particular regard to the existence or otherwise of previous disciplinary offences by the same, within the limits permitted by law;
• to the duties of the worker;
• to the functional position of the persons involved in the events;
• to the other particular circumstances that accompany the disciplinary breach.
In detail, the disciplinary sanctions are applied as follows:
1) verbal warning, applicable where the worker breaches by mere negligence one of the rules of the Procedure or behaves in a manner not compliant with the requirements of the same without this causing a prejudice, even only potential, to the Company;
2) written warning, applicable where the worker is a repeat offender in breaching the Procedure or in behaving in a manner not compliant with the requirements of the same in accordance with point 1;
3) a fine of up to 3 hours of pay and suspension from work and from pay (not exceeding 3 days), applicable where the worker, in breaching the Procedure or behaving in a manner not compliant with the requirements of the same, causes damage or creates a situation of potential danger for the Company, or where the worker is a repeat offender in the offences indicated in point 2);
4) termination of the employment relationship without notice, applicable where the worker behaves in a manner not compliant with the requirements of the Procedure and this constitutes a serious direct and unequivocal breach of the Whistleblowing Law or determines the concrete application against the Company of sanctions envisaged by the Whistleblowing Law, as well as the worker who is a repeat offender in the offences indicated in point 3).
This is subject to the right of the Company to claim compensation for damages deriving from the breach of the Procedure by an employee.
Measures against executives/personnel with executive functions
The National Collective Labour Agreement for Executives of the Commerce sector applies to personnel positioned as managers.
The executives of Health and Fashion Shoes Italia, in carrying out their professional activity, are obliged both to respect and to guarantee respect by their collaborators of the requirements contained in the Procedure. In the event of a breach of the Procedure or the adoption of behaviours not compliant with the requirements of the same, the most suitable measures are applied to those responsible in respect of the provisions of law and the applicable CCNL.
The following behaviours implemented by executives are considered liable to sanctions, by way of example and without limitation, for breach of the provisions contained in the Procedure:
- failing to supervise personnel hierarchically beneath them, in order to guarantee respect of the provisions of the Procedure;
- failing to report any lack of respect and/or anomalies relating to the fulfilment of the obligations indicated in the Procedure, where they are aware of the same, rendering the Procedure itself ineffective with consequent potential danger for Health and Fashion Shoes Italia of the application of sanctions under the Whistleblowing Law;
- personally implementing one or more breaches of the provisions of the Procedure which exposes Health and Fashion Shoes Italia to the application of sanctions under the Whistleblowing Law.
In the event of a breach of the provisions and rules contained in the Procedure by an executive, the Company adopts in relation to the same the measure considered most suitable in conformity with the provisions of law and the applicable CCNL.
Measures against Directors
In the event of a breach of the Procedure by one or more directors, the Company will take, in accordance with the provisions of law and/or the articles of association, the appropriate measures, therein including, if necessary, the convocation of the shareholders’ meeting to adopt the most appropriate measures.
Measures against consultants and external collaborators
The adoption by consultants or external collaborators (both in the case of permanent and occasional collaboration relationships), however known, or other entities having contractual relationships with Health and Fashion Shoes Italia, of behaviours in contrast with the provisions contained in the Procedure will be sanctioned according to the contents of the specific contractual clauses which are inserted in the respective contracts.
The behaviours indicated above may also be ascertained by ANAC, which applies the following financial administrative sanctions:
- for the conduct indicated in point (i), sanctions from €500.00 to €2,500.00, unless the Whistleblower has been convicted in the criminal venue, even at first instance, of crimes of defamation or slander or in any case for the same crimes committed with the notification to the judicial or accounting authority;
- for the conduct indicated in points (ii), (iii), (iv), sanctions from €10,000.00 to €50,000.00.
9. RETENTION OF DOCUMENTATION
Internal Reports and the respective documentation are retained for the time necessary to process the Report and in any case for no more than five years from the communication date of the final outcome of the reporting Procedure, in respect of the confidentiality obligations indicated in Article 7.1 above.
For those purposes, the Whistleblowing Manager has opened a specific computer and paper archive, insofar as is necessary.
External reports are retained by ANAC.
10. AVAILABILITY OF THE PROCEDURE
This procedure, in electronic format, is available in the following electronic locations:
• Internet website at the address https://www.scholl-shoes.com/it , Legal Area section.
• Company noticeboard: published on the Teams company intranet accessible to all employees.
11. UPDATE OF THE PROCEDURE
This procedure is approved by the management body and is updated periodically.
Uploaded December 14th 2023
1. Data Controller
Health and Fashion Shoes Italia S.p.A., with registered office in Milan, Via Corso Italia 8, 20122 Milan (the “Controller”), protects the confidentiality of your personal data and guarantees that the data are given the necessary protection from any event that may place them at risk of a breach.
To that end, the Controller applies appropriate technical and organisational measures regarding the collection and use of personal data and the exercise of the rights granted to you by the applicable legislation. Accordingly, the Controller takes care to update the regulations and procedures adopted in relation to personal data protection every time this becomes necessary and in any circumstance of regulatory and organisational changes that may affect the processing of your personal data.
2. Processing Purposes
The data provided directly by you to report, in the interest of the integrity of Health and Fashion Shoes Italia S.p.A., alleged unlawful behaviours of which you have become aware based upon your employment, service or supply/consulting relationship with the Controller, will be processed by the Controller itself to manage those situations. The personal data are therefore acquired as they are contained in the report and/or in deeds and documents attached to it, they refer to the whistleblower and they may also refer to persons indicated as potentially responsible for the unlawful behaviours, as well as to persons involved in various guises in the reported events.
In particular, the data are used to perform the necessary investigation activities aimed at verifying the foundation of what has been reported, as well as - if appropriate - to adopt appropriate corrective measures and to take the necessary disciplinary and/or judicial actions against the persons responsible for the unlawful behaviours.
3. Type of Data Processed
The receipt and management of reports gives rise to processing of personal data known as “common” (first name, surname, function or work role, etc.), and it may also give rise, depending on the content of the reports and the deeds and documents attached to them, to processing of personal data known as “special” (data relating to health conditions, sexual orientation or trade union membership, indicated in Art. 9 of the GDPR) and of personal data relating to criminal convictions and offences (indicated in Art. 10 of the GDPR).
4. Legal Bases of Processing
The Controller performs the processing based upon requirements of:
- compliance with legal obligations: management of the Whistleblowing procedure, as envisaged by Italian Legislative Decree no. 24 of 10 March 2023, laying down “Implementation of 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 and laying down provisions concerning the protection of persons who report breaches of domestic regulatory provisions”.
5. Nature of Provision of Data and Consequences of any Lack of Provision
In order to classify the report as whistleblowing, your identification details (first name, surname) must mandatorily be provided. If the whistleblower wishes to make an anonymous report, the latter will be managed exclusively where it is adequately substantiated, detailed and based upon precise and concordant factual elements (and does not have generic or confusing content), which enable the appropriate evaluations and assessments (for example, the mention of specific company areas, proceedings or particular events, etc.).
6. Persons Authorised to Process the Data
For your protection, only the manager of the whistleblowing channel chosen by you (namely, the Whistleblowing Manager, in his/her capacity as External Processor in accordance with and for the effects of Art. 28 of the GDPR) is able to associate the reports with the identity of the whistleblowers.
If preliminary investigation requirements mean that other persons, internal or external to the Controller (e.g. any external consultants involved in the preliminary investigation phase of the report; company functions involved in the activity of receipt, examination and assessment of the reports), have to be made aware of the content of the report or the documentation attached thereto, the whistleblower’s identity will never be disclosed, and no elements will be revealed that may, even indirectly, allow for the same to be identified. Those persons may, however, come to know of other personal data and they are therefore all formally authorised to process and are specifically trained and educated in that regard, as well as bound to maintain the confidentiality of what they learn based upon their duties.
7. Categories of Recipients of Personal Data
Your personal data and those of the persons indicated as those possibly responsible for the unlawful behaviours, as well as of the persons involved in various guises in the reported events, will not be subject to dissemination; however, if necessary, they may be sent to the Judicial Authority and to ANAC (Italian National Anti-Corruption Authority), at their request. Those persons are all autonomous Controllers.
In any criminal proceedings brought, the whistleblower’s identity will be covered by secrecy in the manner and within the limits envisaged by Art. 329 of the Italian Code of Criminal Procedure; during disciplinary proceedings, the whistleblower’s identity will not be revealed in all cases where the charge of the disciplinary offence is based upon separate and additional assessments from the report, even if consequent to the same, while it may be revealed where three presuppositions are jointly in place, namely (a) the charge is based, in whole or in part, on the report, (b) the knowledge of the whistleblower’s identity is essential for the accused’s defence, and (c) the whistleblower has expressed specific consent to the disclosure of his/her identity.
Except in cases where the report is made by you using the group channels or the same reveals a problem concerning two or more group companies and/or the group as a whole, meaning that it can only be managed effectively with a cross-border approach that the Controller is unable to apply, the Controller itself may not transfer your personal data abroad to third countries.
8. Processing Methods
The personal data will be processed even using automated tools for the time strictly necessary to achieve the purposes for which they were collected. The Controller implements suitable measures to guarantee that the data provided are processed in an adequate manner and in compliance with the purposes for which they are managed; the Controller uses suitable security (file encryption) and organisational, technical and physical measures to protect the information from alteration, destruction, loss, theft or improper or illegitimate use.
9. Data Storage Period
The manager of the channel receiving the report performs preliminary investigation activity in relation to the same. If, following the activity performed, the manager identifies elements of manifest groundlessness, he/she orders its dismissal. If, on the other hand, the manager identifies that the report is well-founded, he/she sends the same, without the whistleblower’s data, to the internal or external bodies in charge, for the actions under their remit.
The personal data are stored for a period of 5 years and, in any case, until the proceedings begun by the offices or by the recipient entities of the report are settled.
You have the right, at any time, to obtain confirmation of the existence or otherwise of the data provided. You also have the right to request, in the forms envisaged by the legal system, the rectification of inaccurate personal data, the completion of incomplete data and to exercise any other right in accordance with Articles 18 to 22 of the Regulation, where applicable.
If you have consented to the disclosure of your identity as part of disciplinary proceedings, you have the right to withdraw such consent at any time, without prejudice to the lawfulness of the processing, based upon consent, carried out prior to the withdrawal.
Those rights can be exercised with a request sent to the Controller: Health and Fashion Shoes Italia S.p.A. – email address: firstname.lastname@example.org
If you believe that the processing has occurred in a manner not compliant with the Regulation and with Italian Legislative Decree 196/2003, you may contact the Data Protection Supervisory Authority (in Italy, the Garante per la Protezione dei dati Personali), in accordance with Art. 77 of that Regulation. Further information in relation to your rights with regard to personal data protection is available on the website of the Garante per la Protezione dei Dati Personali at the address www.garanteprivacy.it.
In accordance with Article 2-undecies of the Privacy Code (in implementation of Article 23 of the GDPR), you are hereby informed that the aforementioned rights cannot be exercised by the data subjects (with a request to the Controller or a complaint in accordance with Article 77 of the GDPR) if the exercise of those rights may cause an actual and concrete prejudice to the confidentiality of the whistleblower’s identity.
Uploaded December 14th 2023