Speak Up!

The RGI Group, aware of ethical issues and proper conduct of its business, has introduced, in accordance with the EU Directive 2019/1937 of the European Parliament and Council and the transposing laws of the RGI countries, a system for the management of reports, including anonymous ones, valid in Italy and abroad and for all RGI Group companies.

In particular, all the subsidiaries of RGI S.p.A. in Italy and abroad are committed to promoting a corporate culture based on ethical conduct that is respectful of the principles of loyalty, fairness, responsibility and legality and, therefore, rejects and deplores the use of illegitimate or improper conduct in order to achieve its economic objectives. For these reasons, the RGI Group recognizes and promotes a "speak up" culture, inviting its employees and all those who have, in various capacities, employment, collaboration or business relationships with one of the Group companies to "speak up":

• if possible, with the person concerned
• or with their manager, or with the Head of Human Resources or Compliance, or even with a senior person
• or with the internal supervisory bodies (Supervisory Body, Board of Statutory Auditors, Auditor, where applicable)

(the foregoing constitutes the "Ordinary Report")

• by submitting a whistleblowing report where appropriate through the Speak Up! Channel

(the preceding point constitutes the "WB Report")

RGI Group new whistleblowing system provides (i) a confidential channel to make reports, even anonymously, which is managed by a specialized third-party provider, (ii) as well as a Group Speak Up! Policy, updated on December 19, 2024 through the implementation of the interpretive guidelines of Legislative decree 24/2023 issued by competent authorities.

The violations which can be reported include:

• offenses falling within the scope of European Union or national acts specified in Directive (EU) 2019/1937 (hereinafter "EU Directive") related to the following sectors:
  • public procurement
  • financial services, products and markets and the prevention of money laundering and terrorist financing
  • product safety and compliance
  • transport safety
  • environmental protection
  • radiation protection and nuclear safety
  • food and feed safety and animal health and welfare
  • public health
  • consumer protection
  • protection of privacy and protection of personal data and security of network and information systems
  • crypto-assets
• acts or omissions that harm the financial interests of the European Union, as well as those concerning the internal market, including violations of the European Union's competition and State aid rules
• acts or conduct that frustrate the object or purpose of the provisions set forth in the acts of the European Union in the areas indicated in the preceding points

Conduct may be reported in violation of the Code of Conduct, internal regulations, Group policy and therefore the RGI Group Compliance Program or, in general, the Compliance Models of foreign subsidiaries (where adopted).

As for Italy:

• conducts or a situations contrary to 231 Model, the Code of Ethics, as well as regulations, directives, policies and internal procedures adopted by the Company and relevant under Legislative Decree 231/2001

 

As for France:

• criminal offenses
• a serious and manifest violation of an international commitment duly ratified or approved by France or a unilateral act of an international organisation adopted on the basis of that commitment
• a serious and manifest violation of the law or regulations
• a serious threat or prejudice to the general interest

 

As for Germany:

• criminal offences
• violations that are subject to fines, insofar as they serve to protect life or health or to protect the rights of workers or their representative bodies
• violations of federal and state laws;
• administrative offences, if they may endanger life, safety or health.

 

This Policy ensures that the report is known to as few people as possible (hereinafter "Competent Persons"), in accordance with the principle of minimization and in any case of protection of the confidentiality of the Whistleblower, the Reported Person and the other Persons involved.

The RGI Group has identified a limited number of persons entrusted with the receipt and handling of Reports ("Speak Up! Manager"), who have been identified in view of the requirements of professionalism, independence and knowledge of internal processes and continuity of action.

The Speak Up! Manager identified for Italy is:

1. Speak Up! Italy Committee of RGI S.p.A. (hereinafter, "Speak Up! Committee") composed of:
   • Head of Group Compliance
   • Head of Legal
   • Group Academy Director

 

The Speak Up! Manager identified for France is:

1. COO
    

The Speak Up! Managers identified for Germany are:

1. Head of Group Compliance
2. Flexperto's Compliance Manager.

 

The Speak Up! Manager identified for Tunisia is:

1. Human Resources of RGI Tunisia.

 

Alternatively or for contingent needs related to organizational changes, for France, Germany and Tunisia an external Speak Up! Manager or the Head of Group Compliance may be appointed.

In the event that the Speak Up! Manager (or a member if the Speak Up! Manager is established as a collegiate body) is the subject of the report and, therefore, is the Reported Person, and in all other cases in which he or she has a conflict of interest, even if only potential, he or she must not receive the report, but shall be automatically excluded from the Speak Up! Internal channel. In this case, the report must be received only by the other persons identified as the Speak Up! Manager (or members of the Speak Up! Manager  established as a collegiate body) who are not Reported or who do not have any other conflict of interest. In the event that the Speak Up! Manager is established individually or in which the other parties are also in the same situation, the report will automatically be received only by the Head of Group Compliance. In all other cases in which the Speak Up! Manager or one of its members has a conflict of interest, even if only potential, e.g. because he or she has been harmed by the reported behaviour or is involved in the reported facts in other respects, the rules of conduct provided for in the Conflict of Interest Policy shall apply.

With specific reference to the Speak Up! Manager of RGI S.p.A., in the event that the Head of Group Compliance is the subject of the report and the other persons are also reported or otherwise have a conflict of interest, the report will be transmitted to the Chairman of the Supervisory Body of RGI S.p.A.

If the report concerns a violation of Legislative Decree 231/2001 and/or of the Model 231, the Speak Up! Manager shall immediately inform the Supervisory Body. In the latter case, the transmission of information to the Supervisory Body must be carried out in compliance with the principle of information minimisation, so as to guarantee the confidentiality of the Whistleblower, the Reported Person and the other Persons Involved.

For the use of the SpeakUp! Channel:

1. Access the Speak Up! IT channel for each RGI Group company:
   • RGI S.p.A.: https://areariservata.mygovernance.it/#!/WB/rgispa
   • Kapia RGI: https://areariservata.mygovernance.it/#!/WB/rgifrance
   • DACH Area (Novum RGI e Flexperto): https://areariservata.mygovernance.it/#!/WB/rgigermany
   • RGI Tunisie: https://areariservata.mygovernance.it/#!/WB/rgitunisie
2. Register with email, preferably personal, and password of your choice. The data required for the registration of the Whistleblower are not accessible to the RGI Group, as the IT channel for the Whistleblower is made available and managed by an external supplier
3. After registering with the system, the Whistleblower will receive an email of registration, containing their credentials and a link to confirm the email address
4. From the menu at the top left, the Whistleblower will be able to select the option “create a report” choosing between the written or oral form (voice recording)
5. The Whistleblower may choose to create the Report anonymously (for details see paragraph 9 of this Policy)
6. Once you have chosen the reporting mode, you will need to fill in all the fields marked as mandatory by the symbol *
7. Indicate, if known, the type of infringement (as provided for in paragraph 4. 1. or select “other”)
8. The Whistleblower may attach supporting documentation
9. And, before submitting the Report, you will have access to a summary screen
10. Finally, send the Report
11. For assistance related to the tool write to: assistenza@mygovernance.it
     

The Whistleblower may submit his/her report to the relevant Authorities through the external reporting channel made available by the said Authorities, if:

• a report was already made and was not followed up
• in case of well-founded reasons to believe that an internal report would not be effectively followed up/ may result in the risk of retaliation
• well-founded reasons to believe that the report may bring an imminent or obvious danger to the public interest
   

Reports can also be reported via Public Disclosure in case:

• the whistleblower has already made an Internal and External Report and has not received any feedback
• the whistleblower has well-founded reason to believe that, due to the specific circumstances of the concrete case, the External Reporting may pose a risk of retaliation or may not be effectively followed up
   

The use of anonymous forms of Report, in which the identity of the Whistleblower is not made explicit or identifiable by the same, is permitted, as long as they are sufficiently circumstantiated and thus bear sufficient factual elements to initiate an investigation activity (e.g.: the offence committed, the reference period and possibly the value, the causes and purpose of the offence, the Company/function concerned, the persons/units involved and the anomaly on the control system).
 

Anonymous Report is carried out using the methods provided for internal reporting.
 

The guarantees provided by RGI Group whistleblowing system include:

• prohibition of retorsion: no threat, retaliation, unjustified sanction, or discrimination against the Reporting Person, the Reported Person, and those who have cooperated in the feedback activities regarding the merits of the Report
• confidentialiy obligation: no disclosure of information relating the reporting person, the reported person, the content of the report and other people involved in the reporting process
   

Reports having a mere defamatory, discriminatory, slanderous and/or vexatious nature, mere suspicious or rumors and complaints regarding personal situations are not permitted and if reported, will be archived.

 

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