Whistleblowing

Foreword

Barley Arts SRL (Company) intends to promote a corporate culture characterised by correct behaviour and a good system of corporate governance.

The internal rules define appropriate communication channels for the receipt, analysis and processing of reports of unlawful conduct within the Company pursuant to Legislative Decree No. 24 of 10 March 2023.

The Company has adopted the following procedure for the internal reporting by employees, persons in a comparable position, shareholders and third parties, of violations of national or European Union provisions that affect the integrity of Barley Arts srl pursuant to Article 1 of Legislative Decree No. 24/2023.

To this end, it has entrusted the relevant powers and responsibilities to its Supervisory Board, set up in accordance with Article 6(1) of Legislative Decree 231/01.

This Whistleblowing Procedure guarantees:

  1. the protection of the confidentiality of the identity of the reporter and of the alleged perpetrator of the breaches, without prejudice to the rules governing investigations and proceedings initiated by the judicial authorities in relation to the facts reported;
  2. the protection of the person making the report against retaliatory, discriminatory or in any case unfair conduct as a result of the report; in this regard, the Company, within the limits of the provisions of the laws in force, undertakes not to penalise, dismiss or subject to direct or indirect discriminatory measures affecting working conditions for reasons directly or indirectly linked to the report, anyone who has made the report;
  3. the development of specific reporting channels, one of which is an anonymous and independent one, proportionate to the nature and size of the Company, consisting of a specific account in the name of the person responsible for managing aspects relating to the procedure for reporting violations, which, as mentioned, is designated in the Supervisory Board pursuant to Legislative Decree No. 231/01 (hereinafter the SB).

Recipients

Addressees of the Procedure are:

  • managers, employees, collaborators however denominated (consultants, suppliers, etc.) and business partners ('third parties').

Purpose and scope

The procedure governs the process of receiving, analysing and processing reports, from whomever they are sent or transmitted.

Reports concern conduct, acts or omissions that damage the integrity of the Company and consist of:

  1. civil and criminal offences;
  2. unlawful conduct pursuant to Legislative Decree No. 231 of 8 June 2001, or violations of the 231 Organisational Model adopted by Barley Arts srl.

 

The Company undertakes to ensure that no adverse consequences will ensue for anyone who has made a report in good faith and to maintain the confidentiality of the reporter's identity, without prejudice to legal obligations.

All reports must, therefore, be handled with the utmost care.
If, at the discretion of the Supervisory Board, an employee makes a report in bad faith, this conduct will be carefully considered and disciplinary action may be taken against him/her.

Making an alert

The report may be made in writing by mail, paper and/or electronic, internal and/or external, addressed to the Supervisory Board, at the e-mail address specifically set up for this purpose or at the Company Headquarters located in Milan Viale Vittorio Veneto 16 - Cap 20124, or, at the request of the reporting party, by means of a direct meeting set within a reasonable period of time.

Any employee (manager, cadre, employee, consultant and supplier) or person in a comparable position, as soon as he or she has evidence that enables him or her to ascertain, or conjecture, the existence of a breach, is entitled to report it in the manner laid down in the procedure.

The report must describe the relevant unlawful conduct in detail, based on precise and concordant factual elements,

The exercise of the right to report does not exempt from liability those who may have violated the rules in force.

Bona fide whistleblowers are protected against any form of retaliation.

As soon as it becomes aware of a breach, the Supervisory Board shall analyse its causes, whether structural and/or accidental, in order to have measures taken to limit its negative effects on the Company, its staff and third parties. It will then prepare an appropriate corrective plan, which it will submit to the Director.

If the subject of the report is the Supervisory Board itself, the Supervisory Board shall immediately inform the Director so that he can appoint another person, internal or external to the Company, to replace him in the performance of the relevant duties.

Scope of reporting

Reports concern conduct, acts or omissions that damage the integrity of Barley Arts srl and consist of:

  1. civil and criminal offences;
  2. unlawful conduct pursuant to Legislative Decree No. 231 of 8 June 2001, or violations of the 231 Organisational Model adopted by Barley Arts srl.

 

On the other hand, reporting does not concern customer complaints, complaints of a personal nature of the reporter or requests pertaining to the discipline of the employment relationship.

Content of the report

The whistleblower must provide all the elements useful for reconstructing the breach and ascertaining the merits of what has been reported. In particular, the report must contain the following elements:

  • description of the fact being reported;
  • circumstances of time and place in which the reported event occurred;
  • generalities or other elements that make it possible to identify the perpetrator of the reported act;
  • any other persons who may report on the matter;
    indication of any documents that may confirm the truth of the reported fact and any other information that may be useful for the verification of the reported fact.

Description of the reporting process and related responsibilities

Responsibility

  1. The management of reports is assigned to the Company's Supervisory Board.
  2. If reports concerning the Supervisory Board are received, they will be promptly submitted by the Supervisory Board to the attention of the Director as the corporate body to which the Supervisory Board reports. In this case, it will be the Director's responsibility to promptly take the relevant decisions, if necessary appointing a trusted person to follow up the report in question.

Sending Reports

  1. Employees, collaborators, consultants, employees, partners and third parties may send reports in the manner set out below, if they become aware of the facts or, in any case, of the elements that gave rise to them.
  2. If an employee receives a report from other persons (e.g. employees/third parties), he/she must immediately and exclusively forward the report to the Supervisory Board, always in accordance with the procedures set out below, complete with any supporting documentation received, not retaining a copy of it and refraining from taking any independent initiative for analysis and/or investigation.

How to Report

  1. The document, whether paper or computerised, containing the report, filled in by the reporter, must be sent by one of the following methods:
    • ordinary postal service or internal mail. In this case, in order to protect confidentiality, the report must be placed in a sealed envelope marked "personal confidential - do not open" with the following address: Organismo di Vigilanza di Barley Arts Srl, Milan Viale Vittorio Veneto 16 - 20124;
    • e-mail box [email protected] dedicated to receiving reports. The box will be monitored exclusively by the Supervisory Board, which guarantees its confidentiality;
    • at the request of the reporter, by means of a face-to-face meeting set within a reasonable period of time.
  2. the Supervisory Board, issue an acknowledgement of receipt to the reporting person within seven days of receipt, by e-mail or by registered letter with acknowledgement of receipt.

Preliminary analysis

Each report is subject to a preliminary analysis by the Supervisory Board in order to verify the presence of useful data and information to allow an initial assessment of the merits of the report.

If, at the end of the preliminary analysis phase, it emerges that there are no sufficiently circumstantiated elements or, in any case, that the facts referred to in the report are unfounded, the report is filed by the Supervisory Board, with the relevant reasons.

If, on the other hand, it emerges at the end of the preliminary analysis phase that the report does not fall within the scope as defined above, the Supervisory Board will forward it to the competent functions.

Specific insights

With reference to each report, where, following the preliminary analysis, useful and sufficient elements emerge or are in any case inferable for an assessment of the merits of the report, without prejudice to the right of defence of the reported person, the Supervisory Board shall

  1. initiate specific analyses, possibly involving the corporate functions concerned by the report;
  2. terminate the investigation at any time if, in the course of the investigation, it is established that the report is unfounded, without prejudice to subparagraph (e);
  3. make use, if necessary, of experts or experts from outside the Company;
  4. agree with the Management, responsible for the function concerned by the report, on any activities necessary to remove the criticalities detected, also ensuring the monitoring of the implementation;
  5. agree on any initiatives to be taken to protect the interests of the Company;
  6. request the initiation of disciplinary proceedings against the whistleblower, in the case of reports in respect of which it is established that the whistleblower is acting in bad faith and/or that the intent is merely defamatory, which may also be confirmed by the unfounded nature of the report;
  7. submit for the Administrator's assessment the results of the investigation of the report

Communication of results and periodic reporting

At the end of the reporting, examination and correction of violations, the Supervisory Board draws up a brief report on the violations that have emerged and the relevant corrective measures taken, to be kept under its own responsibility in a special file.

The Supervisory Board communicates the results of its investigations and checks on the report to the Director and - if it deems it appropriate - to the heads of any corporate structures affected by the contents of the report.

Retention of documentation

In order to ensure the management and traceability of reports and the related activities, the Supervisory Board takes care of the activity of logging reports, preparing and updating all the information concerning the reports and ensures the filing of all the related supporting documentation for a period of 5 years from receipt of the report, in compliance with the standard security/confidentiality level normally adopted by the Company. Documentation relating to reports is strictly confidential.

Survey: Outcome. Outcome. Verification of the soundness of the report

The Supervisory Board:

  • must ensure that the investigation is carried out in a fair and impartial manner; this implies that each person involved in the investigation can be informed of the statements made and the evidence obtained against him/her and is given the opportunity to respond to them;
  • may avail itself of the support of technical consultants (e.g. external law firms or specialists within the Company structure) on matters that do not fall within its specific competence, and also request the support of all employees;
  • ensures that the investigation is thorough, has a reasonable duration and respects the anonymity of the reporter and of the persons involved, including the reported person;
  • keeps the reporter and the reported person informed of developments in the investigation.

 

At the end of the investigation, the Supervisory Board prepares a report, in which it

  • summarises the course of the investigation and the evidence collected,
  • sets out the conclusions reached,
  • provides recommendations and suggests actions to be taken to remedy the violations found and ensure that they are not repeated in the future.

Protection of the reporter and possible liability

Current legislation provides for specific protection for whistleblowing, with particular attention to the whistleblower and the reported person.

The Company ensures the confidentiality of the identity of the whistleblower at every stage of the Procedure. Those who receive the report or are involved, even accidentally, in its management are obliged to protect the confidentiality of the information acquired or known. Violation of the confidentiality obligation is a source of disciplinary liability.

The whistleblower shall not suffer retaliatory or discriminatory conduct for having made the report; he/she has the right to request a transfer to another office and, where necessary, independent psychological assistance in the event of stress arising from the report. The Company guarantees, where reasonably possible, the fulfilment of such requests.

The Company guarantees the confidentiality of the whistleblower's identity, except in cases where:

  • the reporter expresses consent to disclosure;
  • its disclosure is required by law or by the Judicial Authority;
  • its disclosure is necessary to prevent or reduce threats to the health or safety of persons.

 

Unauthorised disclosure of the identity of the whistleblower or the reported person - and/or of information from which the same may be inferred - by any person who, directly or indirectly, becomes aware of them is considered a violation of the Procedure.

The protection of the whistleblower cannot be ensured, and the whistleblower's liability remains unaffected, if the report constitutes slander or defamation within the meaning of the Criminal Code or an unlawful act within the meaning of Article 2043 of the Civil Code ("Compensation for unlawful acts"). If, following internal investigations, the report proves to be manifestly unfounded and/or made for opportunistic purposes for the sole purpose of harming the reported person and/or other persons, disciplinary or other liability actions against the reporter will be assessed.