Whistleblowing Employees Policy

Principle Statement:

Transmetrics AD, UIC 203327443 (Transmetrics) forbids wrongdoings representing breaches of the European Union (EU) and Bulgarian laws, especially when such are concerning the public interest (i.e. affect others, for example the general public). In the performance of their job Transmetrics’ employees must make good, ethical decisions based on Transmetrics’ fundamental values of honesty, integrity, promise keeping, fairness, respect, concern for others, and personal accountability. When the law is silent on an issue, employees must nevertheless make decisions that are legal and ethical.

Purpose:

This Policy helps to ensure that employees reporting concerns of wrongdoings (whistleblowers) are treated with dignity and respect. It sets rules protecting whistleblowers with the aim of encouraging and supporting individuals to report their concerns. It also provides details on the reporting process including the ensured confidential channel of communication, process of handling and/or investigating and remedying concerns qualified for protection. 

Additional Guidance:

What is a whistleblower

Persons reporting their suspects on reasonable grounds to be about or to indicate a protected concern for breaches of EU or Bulgarian law act as ‘whistleblowers’ and thereby play a key role in exposing and preventing such breaches and in safeguarding the welfare of society. A whistleblower may or may not be directly affected by a protected concern.

Whistleblowers or employees under this Policy means current or former employees, directors, officers, contractors, business partners (including suppliers, customers and joint venture partners and their employees) of Transmetrics or the relatives, dependants or spouses of any of these people, reporting protected concerns following the Policy rules.

What is protected concern for wrongdoing

In order a person to be qualified and protected as whistleblower under this Policy, he/she should report allegations for breach of the EU or Bulgarian law in the following areas:

• public procurement
• financial services, products and markets, prevention of money laundering and terrorist financing and other financial irregularities
• consumer protection
• product safety and compliance;
• protection of privacy and personal data and security of network and information systems
• bribery or corruption
• fraud, theft or improper use of company property or funds
• undeclared or mismanaged conflicts of interest
• anti-competitive behaviour
• insider trading or market abuse
• breach of sanctions
• unlawful discrimination, workplace or sexual harassment
• unsafe work practices and other significant safety or health concerns
• modern slavery and human rights breaches
• significant harm to the environment
• retaliation against a whistleblower where it occurs directly in relation to, and in circumstances where, the whistleblower has reported, or has proposed to report, a protected concern
• any other conduct which is criminal or against the state and public interests.

Along with the above, the whistleblowers should have reasonable grounds to believe that the information on the breaches reported was true at the time of reporting.

Whsitleblowers’ protection

Transmetrics commits to ensure:

• protecting whistleblowers and other individuals from retaliation in any possible way but at least following the applicable legal requirements with this regard;
• providing confidential channel of communication for protected concerns;
• protecting the identity of and respecting the confidentiality of the whistleblowers and any third party mentioned in the report and preventing access by non-authorised staff members;
• giving whistleblowers the opportunity to report anonymously, if allowed by law;
• taking protected concerns seriously and handling and/or investigating them in a diligent and efficient manner.

The protection above applies to the applicable extend also to whistleblowers reporting protected concerns via external channels for reporting, if there are such (external reporting under the meaning of the Whistleblowing Directive[1]).

How to Report a Violation:

The reports of protected concerns under this Policy (i.e. internal reports under the meaning of the Whistleblowing Directive) could be made:

• directly to the CEO of Transmetrics or the Human Resources Manager;
• via e-mail to: report@transmetrics.eu

What should you include in a report under this Policy:

Transmetrics encourages whistleblowers to provide a report with as much detail as possible to ensure it can be fully and promptly handled and/or investigated – e.g. answering the questions “who, what, where, when, how and why?” of the protected concern.

Transmetrics may not be able to fully handle and/or investigate a protected concern if the whistleblower:

• chooses to remain anonymous
• objects or withholds consent (if applicable) to his/her identity being disclosed to persons involved in considering, handling and/or investigating the protected concern, or
• fails to provide sufficiently detailed information to enable handling and/or investigation of the protected concern.

Investigation and Response:

For any report under this Policy Transmetrics will review the concerns and may conduct an investigation.

Transmetrics will duly provide the whistleblower with an acknowledgment of receipt of the report within seven days of that receipt and diligent follow-up by the designated team.

Transmetrics will also provide the whistleblower with the final feedback on the report not later than three months after sending the acknowledgment of receipt of the report. The information will be provided with this regard will follow strictly the Whistleblowing Directive and the EU and the Bulgarian personal data protection requirements, and may be withheld, at company discretion, if the whistleblower chooses to remain anonymous, in order to protect the company and its personnel from uncontrolled disclosure of confidential or GDPR sensitive information.

The ultimate responsibility for investigating any allegations/reports received under this Whistleblowing Employees Policy lies with the Board of Directors of Transmetrics (the “BoD”), acting through the CEO or the HR Manager, as follows:

All reports submitted to the designated e-mail address or to the HR Manager are revised by the HR team of Transmetrics following all rules and confidentiality as stated herein. The reports submitted to the CEO are revised by an investigation team specifically appointed by the CEO considering the specifics of the reported concern. The BoD shall have the right to supervise and direct the investigation of any allegation/report by appointing specific persons to the investigation team, demanding specific actions and/or the following a set of rules, depending on the nature of the case, but always in compliance with all applicable legislative requirements. The personal data of whistleblower reporting protected concerns non-anonymously might be processed by the people assigned to review the report and investigate the reported protective concern. If the whistleblower objects or withhold his/her consent (if applicable) on such processing, this may impede significantly or even make impossible investigation under the report.

The specific steps taken to handle and/or investigate a protected concern depend on its nature but Transmetrics ensures that it will comply with all applicable legislative requirements, including but not limited with the data protection and employment law mandatory requirements. The same applies to the follow-up information provided to the whistleblower on his/her report.

The CEO shall be obliged to report, at each regular quarterly meeting of the BoD, any received reports/allegations, as well as any opened and the results of any concluded investigations during the preceding calendar quarter. All BoD members shall be given access to: whistleblowing.report@transmetrics.eu, so that they are informed of any allegations/reports made within the framework of this Whistleblowing Employees Policy.

Where there has been a wrongdoing found as a result of the report, Transmetrics will take all appropriate and required actions with this retard as well as actions that may avoid or limit such future wrongdoings. In appropriate cases, Transmetrics may take disciplinary actions, up to and including disciplinary dismissals.

Accessing this Policy:

This policy is available on the Transmetrics intranet and in the HR office