The purpose of this procedure is to regulate the operation of the Internal Reporting System (hereinafter, the "Whistleblower Channel") through which any type of wrongdoing committed within Televes Corporation, or within its scope of action, may be reported in a secure and totally confidential manner, that may involve non-compliance with the Law (national or international), Regulatory Compliance Manual, Code of Ethics, Supplier Code of Conduct, Human Rights, environment, public health and safety, safe working practices, as well as other internal or external regulations to which it is subject (hereinafter, "Material Scope of the Whistleblower Channel").
This procedure is applicable to all companies comprising Televes Corporation, including its foreign subsidiaries, regardless of their geographic location. For the purposes of this rule, “Televes Corporation” means TELCOR, S.A. (hereinafter, “Televes Corporation” or the “Company”) and those companies in whose share capital, TELCOR, S.A. has, directly or indirectly, the majority of the shares, equity interests or voting rights, or in whose governing or administrative body it has appointed or has the power to appoint a majority of its members, in such a way that it effectively controls the company.
The member companies of Televes Corporation can be consulted at the following link:
televescorporation.com/corporative/companies
www.televes.com/en/televes-in-the-world
The Whistleblower Channel arises within the scope of the models of Crime Prevention, Corporate Social Responsibility and Good Governance Systems, as well as the recent (national and EU) regulations on Due Diligence in the Supply Chain, as the instrument enabled by the company to be informed of any wrongdoing committed within the framework of its activity.
The reason for implementing it stems from various national regulations, particularly in Spain, such as the "Organic Law 10/1995, of November 23rd, of the Criminal Code" and the "Circular 1/2016 of the State Attorney General's Office, issued on January 22nd, regarding the criminal liability of legal entities in accordance with the Criminal Code reform introduced by Organic Law 1/2015".
The "Whistleblower Directive" has been transposed into Spanish law as "Law 2/2023, of February 20th," which aims to protect individuals who report regulatory violations and fight against corruption. This directive aligns with the European Union's Directive (EU) 1937/2019 of October 23rd, 2019 (Directive Whistleblower).
In Europe, there is a growing focus on sustainability and human rights, especially regarding supply chain due diligence. Different countries have implemented national regulations to address this issue, such as France's "Law 2017-399 on the duty of vigilance of parent companies and ordering companies," Germany's "Lieferkettensorgfaltspflichtengesetz-LkSG" or "Law on corporate due diligence obligations in supply chains," and the proposed "European Sustainability Due Diligence Directive" at the EU level.
Televes Corporation's internal regulations comprise the Regulatory Compliance Manual, the Code of Conduct and Suppliers, and the Whistleblower and Ethics Channel. This system serves as the management system for information received in this material area.
The receipt and management of reports through this channel shall be handled by the Corporate Social Responsibility or Regulatory Compliance Committee of Televes Corporation, respectively, depending on the material scope of the report. In any case, reports with criminal relevance shall be immediately referred to the Regulatory Compliance Committee.
The Committee will delegate both the management of the system and the processing of fact-finding files to one of its members.
Both communications in which the sender is identified as well as those that are anonymous will be accepted, and their confidential processing will be preserved at all times.
Whistleblowers and those involved in the investigation of the reported facts must cooperate with the investigation and maintain secrecy regarding the report made, as well as the identity of the person or persons referred to in the report as well as the facts and documentation that are the subject of the report.
It is imperative that all reports be conducted in good faith. This Channel may not be used for illegitimate, personal, or unlawful reasons or contrary to good faith.
Should it be confirmed that the Whistleblower has submitted a report in bad faith, Televes Corporation reserves the right to take any internal and/or legal action it deems appropriate.
Any report shall contain at least the following information:
In addition, reporting through the following alternative channels will be accepted:
Whistleblowers may also communicate through the external information channel of the Independent Authority for Whistleblower Protection (IAIP) or through the corresponding national authorities or regional or European Union bodies, either directly or after communicating through the corresponding internal channel.
The following principles and guarantees shall apply to the receipt, processing, and resolution of formalized reports:
Once a report has been received through the reporting channel, an acknowledgment of receipt of the report will be issued to the whistleblower within seven (7) calendar days of receipt.
Once a report has been admitted for processing, an initial review of the reported facts shall be carried out in order to determine their truthfulness, relevance, objectivity, and accuracy.
The Compliance/Corporate Social Responsibility Committee, for the purpose of determining whether to admit the report for processing, may request the whistleblower, if they have identified themselves, to clarify or complete the report, providing any documentation and/or information that may be necessary to prove the existence of misconduct.
After the initial review, the Compliance/Corporate Social Responsibility Committee may:
The admission or dismissal and filing of the report, if the whistleblower has been identified, shall be communicated to the Whistleblower. The above does not preclude the possibility that, if there are indications of any other violation, the information may be referred to the corresponding functional department.
Investigations shall begin as soon as possible, and they may not be extended beyond three (3) months from the date the report has been acknowledged. In the event of a special complexity that requires a period extension, that period may be extended up to a maximum of three (3) additional months.
Should the report be directed against a member of the Compliance/Corporate Social Responsibility Committee, he/she may not participate in the resolution of the case. Likewise, should a member of the Compliance/Corporate Social Responsibility Committee find himself/herself in a conflict of interest in relation to the facts under investigation, he/she shall refrain from taking part in the investigation.
Eventually, the Compliance/Corporate Social Responsibility Committee may bring the reported facts to the Board of Directors' attention before the conclusion of the investigation, when, based on their relevance and concurrent circumstances, they could have a significant impact or effect on Televes Corporation, whether economic, reputational or liability related.
The development of the investigation shall be carried out in application of the principles and guarantees of the whistleblower channel, referred to above in paragraph IV.
The Compliance/Corporate Social Responsibility Committee may, at any time during the procedure, seek the advice and cooperation of any other person or department of Televes Corporation, to determine the consequences and form of action to be taken in the report under investigation.
Whistleblowers may, at any time, know the status of their report by sending a letter to the mailing address or e-mail address of the Whistleblower Channel, as indicated above. A copy of the report acquired along with proof of receipt must be included in this communication. For anonymous whistleblowers, in order to avoid identification of the whistleblower, such communication shall be sent from an e-mail address that does not identify the whistleblower.
A report on the investigation and the proposed resolution will be submitted to the Compliance/Corporate Social Responsibility Committee for adoption.
If a resolution concludes that an employee has acted in a manner contrary to the Regulatory Compliance Manual, the Code of Ethics, or any other applicable internal or external regulations, it will be transferred to the Human Resources Department for application of the appropriate disciplinary measures. The Compliance/Corporate Social Responsibility Committee shall be informed prior to their adoption.
Furthermore, if the resolution reveals that any supplier has committed wrongdoings or acted in a manner contrary to the Regulatory Compliance Manual, Code of Ethics, Supplier Code of Conduct, or other applicable internal or external regulations, it will be forwarded to the Procurement Department (Purchasing) to exercise corrective measures and contractual rights against the supplier. The Compliance/Corporate Social Responsibility Committee shall be informed prior to their adoption.
Should the reported violation constitute a crime of any kind, the Compliance Committee shall report the matter to the competent authorities.
In the event that, upon reviewing the file, it becomes apparent that the Corporation will need to take legal action, the proceeding will be transferred to the Corporate Legal Department in order to assess the possibility of taking appropriate administrative or legal action, which will be forwarded to the Compliance Committee.
The decision and measures finally adopted in relation to the reported facts shall be notified to the whistleblower, unless the circumstances of the case do not make such communication advisable, to safeguard the judicial or police investigation or any other investigation that may have to be carried out.
Relevant information on data protection is provided below:
This procedure shall be effective as of the day following the date of approval by the Board of Directors.
The Procedure will be reviewed periodically by the Compliance and Corporate Social Responsibility Committee. This is particularly important in cases where there are modifications to the Regulatory Compliance Manual or Code of Ethics, Supplier Code of Conduct, or when practical improvements are needed.
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