REGULATION ON WHISTLEBLOWING
Approved on 24/03/2022
1. OBJECT
1.1. Quantal SA adopts this Regulation with the aim of, in addition to ensuring compliance with a legal obligation, establishing a set of internal rules and procedures for the receipt, registration, and handling of whistleblowing reports, in accordance with the applicable legal and regulatory provisions at any given time, as well as the company’s rules, principles, and values.
1.2. In pursuing this objective, whistleblowing reports under this Regulation will be submitted to an effective, swift, and suitable system for their detection, investigation, and resolution, in accordance with the highest ethical principles recognized by society, safeguarding the principles of confidentiality and non-retaliation in relations with the whistleblowers, as well as in relations with persons and third parties, including legal entities, who assist or are connected to the whistleblower.
2. SCOPE OF APPLICATION
2.1. This Regulation establishes the rules for the receipt, registration, and handling of whistleblowing reports occurring within the company.
2.2. This Regulation does not preclude or replace the mandatory reporting in cases and under the terms determined by criminal and procedural criminal law.
2.3. For the purposes of this Regulation:
a) Infractions are acts or omissions, committed intentionally or negligently, that are provided for and described in Article 2, No. 1, of Law No. 93/2021, of December 20, as well as in Article 3 of Decree-Law No. 109-E/2021, namely in the following areas:
- Public procurement;
- Financial services, products, and markets and prevention of money laundering and terrorist financing;
- Product safety and compliance;
- Transport safety;
- Environmental protection;
- Radiation protection and nuclear safety;
- Food and feed safety, animal health, and animal welfare;
- Public health;
- Consumer protection;
- Privacy and personal data protection and network and information systems security;
- Prevention of corruption and related offenses.
b) Internal Whistleblowing Channel is the channel identified in paragraph 10 below, through which whistleblowing reports must be submitted, with or without the whistleblower’s identification;
c) Reported Person, the person referred to in the report as the perpetrator of the infraction or to whom it is associated.
3. SUBJECTIVE SCOPE OF APPLICATION
3.1. For the purposes of this Regulation, a Whistleblower is considered to be an individual who reports an infraction based on information obtained within the scope of their professional activity, regardless of the nature or sector of that activity (even if this information was obtained within the scope of a professional relationship that has since ended, or during the recruitment process or another pre-contractual negotiation phase of a professional relationship established or not established).
3.2. Whistleblowers may include, namely, (i) employees, (ii) service providers, contractors, subcontractors, and suppliers, as well as any persons acting under their direction or supervision, (iii) shareholders, members of the company’s management and supervisory bodies, and (iv) volunteers and interns (paid or unpaid).
4. PRECEDENCE OF INTERNAL REPORTING AND PROHIBITION OF PUBLIC DISCLOSURE
4.1. Considering the existence of an Internal Whistleblowing Channel, the Whistleblower cannot resort to external reporting channels or public disclosure of an infraction beforehand, except in the cases referred to in Nos. 2 and 3 of Article 7 of Law 93/2021, of December 20.
4.2. The Whistleblower who, outside the legally provided cases, publicly discloses an infraction or informs the media or a journalist about it, does not benefit from the protection provided by law.
5. CONFIDENTIALITY
5.1. Any whistleblowing report covered by this Regulation will be treated as confidential.
5.2. Access to information related to any whistleblowing report, including the identity of the Whistleblower, where known, and information that may allow their identification, is restricted to the person(s)/body(ies) of the company responsible for receiving and handling reports made under this Regulation. The obligation of confidentiality extends to all persons who have received information about the reports, even if they are not responsible for their receipt or handling.
5.3. The identity of the Whistleblower may only be disclosed in compliance with a legal obligation or judicial decision, preceded by written communication to the Whistleblower, indicating the reasons for the disclosure, except if providing this information compromises investigations or related judicial processes.
6. WHISTLEBLOWER GUARANTEES
6.1. Any act or omission (even in the form of a threat or attempt) that, directly or indirectly, occurring in a professional context and motivated by internal, external, or public disclosure of a report, causes or may cause material or non-material damage to the Whistleblower who, in good faith, and having a serious basis to believe that the information is, at the time of the report or public disclosure, true, reports or publicly discloses an infraction, is considered an act of retaliation. The following acts are presumed to be motivated by a report (internal or external) or public disclosure, until proven otherwise, when committed up to two years after such report or disclosure:
- Changes in working conditions, such as functions, schedule, workplace, or remuneration, non-promotion of the employee, or non-compliance with labor duties;
- Suspension of the employment contract;
- Negative performance evaluation or negative reference for employment purposes;
- Non-conversion of a fixed-term employment contract into a permanent contract, whenever the employee had legitimate expectations of such conversion;
- Non-renewal of a fixed-term employment contract;
- Disciplinary sanctions, including dismissal;
- Inclusion in a list, based on a sectoral agreement, that may lead to the impossibility of the Whistleblower finding employment in the sector or industry in question in the future;
- Termination of a supply or service contract.
7. WHISTLEBLOWER ASSISTANTS
The guarantees referred to in the previous article are extendable, with the necessary adaptations, to:
- An individual who assists the Whistleblower in the reporting procedure and whose assistance must be confidential, including union representatives or worker representatives;
- A third party connected to the Whistleblower, such as a colleague or family member, who may be subject to retaliation in a professional context; and
- Legal entities or equivalent entities that are owned or controlled by the Whistleblower, for which the Whistleblower works or with which they are somehow connected in a professional context.
8. WHISTLEBLOWER RESPONSIBILITY
8.1. The Whistleblower cannot be held disciplinarily, civilly, administratively, or criminally liable for reporting or publicly disclosing an infraction made in accordance with this Regulation, nor can they be held liable for obtaining or accessing the information that motivates the report or public disclosure, except if such obtaining or access constitutes a crime.
8.2. Without prejudice to the provisions of the preceding number, the conduct of those who report indications of irregular practices or infractions, with manifest falsehood or bad faith, as well as the disregard for the duty of confidentiality associated with the report, will constitute an infraction subject to, as applicable, disciplinary sanction or appropriate and proportional contractual penalty/termination, without prejudice to any civil and/or criminal liability that may arise for the author of such conduct.
9. PERSONAL DATA PROCESSING AND RETENTION OF REPORTS
9.1. The Personal Data collected in this context will be processed by Quantal SA, being the entity responsible for processing within the meaning of the General Data Protection Regulation.
9.2. The purpose of processing the information communicated under this Policy is the receipt and follow-up of reports submitted through the Internal Whistleblowing Channel.
9.3. Whistleblowers are assured the right to access, rectify (inaccurate, incomplete, or misleading data), and delete data communicated by them, except if they conflict with prevailing rights, through the means of communication provided in the following article.
9.4. Whistleblowers are also assured the right to access information about facts communicated that concern them, except if they conflict with prevailing rights.
9.5. Data that are manifestly irrelevant to the handling of the report will not be retained and will be immediately deleted.
9.6. Reports submitted under this Regulation are recorded and retained for a minimum period of 5 (five) years and, regardless of this period and when applicable, during the pendency of judicial or administrative proceedings related to the report.
9.7. Without prejudice to the provisions of the preceding numbers, Quantal SA ensures that Whistleblowers have the right to submit anonymous reports if they so wish.
10. RECEIPT, REGISTRATION, AND HANDLING OF WHISTLEBLOWING REPORTS
10.1. The communication of any reports under and in accordance with this Regulation will be made through an Internal Whistleblowing Channel, which may be done in writing:
- by letter sent to the postal address Rua São Cristóvão, nº 95, 4480-416 Rio Mau Vila do Conde, marked “confidential”;
- by sending a message through the following online platform:
- http://SRPHCWEB/phcQuantalPortal/rgpd/DenunForm.aspx
- at the discretion of the author of the communication to choose one of the possible means.
10.2. The communications received are recorded by the competent department/area, which must contain:
- Identification number;
- Date of receipt;
- Brief description of the nature of the communication; and, where applicable;
- Measures taken in response to the communication;
- Status of the process.
10.3. The handling, investigation, follow-up, and referral of received reports is the responsibility of Ana Paula Vilas Boas Ribeiro and Pedro Miguel Branco da Silva Cardoso. If the person responsible for managing the whistleblowing channel is involved in the report, it should instead be directed to the Board of Directors via email to the following address: rh@quantal.pt.
10.4. The record of received communications will be kept permanently updated.
10.5. If a contact has been provided, the Whistleblower will be notified within 7 (seven) days of the receipt of the report and informed of the requirements, competent authorities, form, and admissibility of external reporting, in accordance with No. 2 of Article 7 and Articles 12 and 14 of Law No. 93/2021, of December 20.
10.6. Once registered, the communications are subject to a preliminary analysis to certify the credibility of the communication, the irregular and/or illegal nature of the reported behavior, the feasibility of the investigation, and the identification of the persons involved or who have knowledge of relevant facts and should therefore be questioned.
10.7. The preliminary analysis report will conclude whether to proceed with or archive the investigation.
10.8. If the communication is considered unfounded, abusive, contains clearly erroneous or misleading information, or was made with the sole intent of harming others, its archiving will be promoted, the summary of the grounds communicated to the author of the communication (unless they have not identified themselves), and, if appropriate, in legal terms, the immediate destruction of the personal data involved, statistical processing, and information of such archiving.
10.9. If the communication is considered consistent, plausible, and credible, and the reported facts are likely to constitute an infraction under this regulation, an investigation process will be initiated, conducted, and supervised by the competent entity depending on the reported subject.
10.10. Once the investigation phase provided for in the previous number is completed, a report will be prepared with the analysis carried out on the report, the description of the internal acts performed, the facts found during the investigation, and the respective decision duly substantiated. This report will also indicate any measures taken (or to be taken) to mitigate the identified risk and prevent the recurrence of the reported infractions.
10.11. If deemed necessary and appropriate, particularly depending on the type and nature of the infraction, the infraction will be reported to the competent authorities, namely those listed in No. 1 of Article 12 of Law No. 93/2021, of December 20.
10.12. The Whistleblower will be informed within 3 (three) months from the date of receipt of the report of the measures provided or taken to follow up on the report and the respective justification.
10.13. The body, committee, or person responsible for handling reports may, whenever deemed necessary, be assisted by other internal or external persons, namely external auditors or other experts to assist in the investigation, especially when the matters in question justify it. These persons are also bound by the duty of confidentiality provided for in this Regulation.
10.14. Whenever necessary to comply with the provisions of this Regulation, any persons whose questioning is relevant to the investigation of the report may be questioned.
11. ENTRY INTO FORCE
This regulation comes into force immediately after its approval.