Whistleblower Policy Version 2.0

Transcription

1 Whistleblower Policy Version 2.0 Whistleblower Policy of 9

2 Contents 1 Introduction Objectives Statutory framework BinckBank requirements Roles & responsibilities Governance Roles & Responsibilities Exceptional situations Legal position whistleblower Systems & Tools High level process steps I want to report an issue! 6 answers to your most important questions When do I report an issue? With whom do I report an issue? How do I report an issue? What happens with my report? Do I have rights when I report an issue? Do I have any obligations when I report an issue? of 9

3 1 Introduction BinckBank N.V. ( BinckBank ) encourages an open culture within the organisation. All employees are free to raise worries or report misconduct and incidents through the regular hierarchal or functional reporting lines. Certain circumstances may exist however in which the employee may not feel secure or safe enough to use the usual reporting lines. BinckBank recognizes these circumstances and aims to provide employees with a safe way of reporting misconduct within the organisation by formulating protective measures. The scope of the Whistleblower Policy is issues pertaining to fraud, corruption, internal money laundering and any other structural misconduct that threaten the integrity and proper business conduct of BinckBank. The Whistleblower Policy sets out the principles and standards that all BinckBank entities must meet. If in specific cases the law sets out stricter requirements, those stricter requirements supersede the Whistleblower Policy. For employees who wish to report individual cases of misconduct, such as sexual harassment or labour law disputes, BinckBank has the Procedure Trusted Person in place. This procedure is part of the Personnel Manual that is available to all employees in the Policy House. 2 Objectives The Whistleblower Policy is designed to safeguard BinckBank and its stakeholders against structural misconduct within the BinckBank organisation. The principles set out in this policy aim to identify structural misconduct by providing employees with an alternative reporting line which offers additional protective measures to their legal position. The whistleblower governance assures that all identified issues are reported to the highest echelons of BinckBank, all issues are investigated and action is taken to solve the issues. The policy provides employees with a step by step walkthrough of the whistleblower process. This will help employees gain insight into the detailed workings of the process as to provide the assurance needed to report misconduct when necessary. Chapter 8 provides detailed guidance for employees who want to report an issue. Granting anonymity whistleblower In order to further enhance the effectiveness of this policy and safeguard the position of the whistleblower, whistleblowers are granted full anonymity when reporting an issue. As such the name of the whistleblower is only known by the LRO and RO. 3 Statutory framework The requirements for the Whistleblower Policy are set in the Dutch Corporate Governance Code. Best Practice article II 1.7 states: The management board shall ensure that employees have the possibility of reporting alleged irregularities of a general, operational and financial nature within the company to the chairman of the management board or to an official designated by him, without jeopardizing their legal position. Alleged irregularities concerning the functioning of management board members shall be reported to the chairman of the supervisory board. The arrangements for whistleblowers shall be posted on the company s website. 3 of 9

4 4 BinckBank requirements BinckBank has defined seven cultural factors as key conditions for fostering a healthy organisation and a sound control environment. The seven cultural factors are considered the key soft controls and make up the Soft Control Framework. Structural misconduct can take place when the key soft controls are not fully embedded and respected within the organisation. The key soft controls are: Clarity: Is it clear to employees and management what the desired behaviour is? Role model behaviour: Do the board and senior management display the right role model behaviour? Involvement: Are employees motivated and do they feel involved in what effects them? Achievability: Is there enough time, information and resources to achieve the goals of the organisation? Transparency: Are the consequences and impact of behaviour visible to management and employees? Openness: Do employees feel free and secure to discuss dilemmas and report misconduct? Enforcement: Is undesirable behaviour met with a proportionate response/penalty? Key soft control Openness Openness is formulated as one of the key soft controls that is essential for a healthy organisation and the proper business conduct of BinckBank. It promotes the open culture desired by BinckBank. When this key soft control does not function properly and employees do not feel free to report misconduct, the Whistleblower Policy functions as the ultimate tool to safeguard the signalling function of employees. 5 Roles & responsibilities 5.1 Governance BinckBank implemented a separate Whistleblower Governance to assure: A central and recognizable point of contact for the employee An independent investigation into the reported issue A functional reporting line outside the regular hierarchal lines BinckBank created two roles to safeguard the confidential nature of the investigation. 1. Reporting Officer (RO) 2. Local Reporting Officer (LRO) 5.2 Roles & Responsibilities Local Reporting Officer Compliance officers in the branches fulfil the role of LRO and report to the RO. The LRO is the first point of contact for employees who wish to report misconduct. The LRO documents all raised issues in a register. Together with the employee the LRO determines whether the issue is really a whistleblower case. If necessary the RO can provide support with the assessment. If an issue has merit the LRO creates a case and reports it to the RO. The LRO assists the RO in performing the investigation. If an issue falls outside the scope of the Whistleblower Policy or the LRO concludes that it does not have merit, the LRO provides advice to the employee on how to proceed. As a control measure the LRO periodically reports all registered issues to the RO. This way all issues are known throughout the whistleblower reporting line and additional assessment of issues can take place. 4 of 9

5 Reporting Officer The Head of Group Compliance fulfils the role of RO and reports directly to the Chief Executive Officer (CEO) and the Audit Committee. When the RO receives a case from the LRO he informs the CEO and, in cooperation with the LRO, performs an investigation into the case. All necessary resources are at their disposal when performing an investigation, this includes using other departments. The investigation must be performed within a reasonable timeframe taking into account the complexity of the issue. The RO reports in writing the outcome of the investigation to the CEO, the Audit Committee and the whistleblower. On a biweekly basis the RO will provide the whistleblower with a written update of the investigation. The RO documents all cases in a central register, which includes all issues that are periodically reported by the LRO. The central register is periodically reported to the Audit Committee. Chief Executive Officer The CEO is informed about possible cases by the RO and the outcome of all performed investigations. If an investigation confirms the misconduct the CEO takes necessary corrective/punitive measures, or orders a follow-up investigation by an external party. If the misconduct is not confirmed the CEO closes the case. Audit Committee The Audit Committee is informed about the outcome of all performed investigations and periodically receives the central register maintained by the RO. As such the Audit Committee has insight in all reported issues and can order additional investigation if deemed necessary. 5.3 Exceptional situations Exceptions to the reporting process exist in the following instances: If the case pertains to the LRO, the whistleblower can report directly to the RO. If the case pertains to the RO, the whistleblower can report directly to the CEO. If the case pertains to the CEO or other members of the board, the RO will report the case to the Audit Committee. If the case pertains to a member of the board of supervisors, the case will be reported to the CEO. 5.4 Legal position whistleblower BinckBank will ensure that employees, who act in good faith and in accordance with the Whistleblower Policy report an issue of structural misconduct, will not be penalized. A report based on good grounds and according to the policy will not be a reason for BinckBank to terminate the employment, nor to pursue any other form of disadvantage to the legal position of the whistleblower. 6 Systems & Tools Issue register LRO The Local Reporting Officer (LRO) maintains a register of all raised issues. This will include the following elements: 5 of 9

6 Issue number Date raised Description of issue Departments/employees involved Outcome of preliminary investigation LRO and employee Decision if issue is case Follow up when issue is not a case Central register RO The Reporting Officer (RO) maintains a central register of all raised issues and cases reported by all LRO s. This will include the following elements: Case number (when applicable) Date raised Description of case Departments/employees involved Investigation Reported to CEO/Audit Committee Follow up Date closed To assure the anonymity of the whistleblower, the identity of the employee is not documented in the registers. As such it is only known by the LRO and the RO. Soft Control Framework Group Compliance periodically reports the leading and lagging indicators based on the key soft controls to the Legal & Compliance Committee. The report provides cultural awareness to Senior Management. The leading indicators include the number of: Complaints relating to misconduct Internal fraud incidents Reports of non-compliance 6 of 9

7 7 High level process steps 8 I want to report an issue! 6 answers to your most important questions 8.1 When do I report an issue? BinckBank promotes an open culture wherein you are free to report all issues. Extraordinary circumstances may exist however wherein you may not feel safe and secure enough to do this. This could be the case when the misconduct is structural or widespread. Examples of structural misconduct are issues pertaining to fraud, corruption, internal money laundering and any other structural misconduct that threaten the integrity and proper business conduct of BinckBank. In this case you can make use of the Whistleblower Policy to report the issue. If you want to report an individual case of misconduct, such as sexual harassment or a labour law dispute, you can use the Procedure Trusted Person. This procedure is part of the Personnel Manual that is available on intranet. 8.2 With whom do I report an issue? You can report the structural misconduct issue to your Local Compliance Officer, who fulfils the role of Local Reporting Officer (LRO). If you suspect that the LRO is in anyway involved in the issue, you can make your report to the Head of Group Compliance. The Head of Group Compliance fulfils the role of Reporting Officer (RO). If you suspect that the RO is in anyway involved in the issue, you can report the issue to the CEO. 7 of 9

8 8.3 How do I report an issue? When you report an issue it is important to provide the LRO with as much information as you feel comfortable with. The more information the LRO has, the better he can determine if the issue has any merit or if it falls outside the scope of the Whistleblower Policy. Together with you, the LRO will decide if the issue will be reported as a case to the RO. If you and the LRO are not sure of the decision, the RO can be asked to support in the decision process. If the issue you raised falls outside the scope of the Whistleblower Policy the LRO will provide you with further guidance on how to proceed. 8.4 What happens with my report? If your issue has merit it is reported by the LRO to the RO as a case. When the RO receives the case, he makes a report to the CEO using the information that the LRO has documented. The RO, supported by the LRO, starts an investigation to gain insight into the structural misconduct. He can make use of all the resources at his disposal. The investigation must be performed in a reasonable timeframe taking into account the complexity of the issue. Biweekly you will be informed on the status of the investigation in writing. When the investigation is complete the RO notifies you, the CEO and the Audit Committee, a sub-committee of the Supervisory Board, in writing of the outcome. The CEO will decide if the case can be closed or that he will take corrective/punitive measures. Another option is that the CEO will decide to hire an external party to perform further investigation. The RO maintains a central register of all raised issues. This includes issues that are outside the scope of the Whistleblower Policy or were not deemed cases of structural misconduct. The RO periodically reports the central register to the CEO and the Audit Committee. This way the CEO and the Supervisory Board are aware of all reported issues, even when they were not followed up on as a case. 8.5 Do I have rights when I report an issue? When you report an issue via the Whistleblower Policy you do this because you do not feel safe to use the regular reporting lines. BinckBank recognizes your position and provides you with a greater level of protection. You are entitled to anonymity. This means that your identity is not shared with anyone except the LRO and the RO. You will be informed of the outcome of the investigations or important findings. The board will ensure that your legal position is not jeopardised. Furthermore BinckBank will ensure that when you act in good faith and in accordance with the Whistleblower Policy report an issue of structural misconduct, you will not be penalized. A report based on good grounds and according to the policy will not be a reason for BinckBank to terminate your employment, nor to pursue any other form of disadvantage to your legal position. Although you gain certain rights, you are not granted immunity if you are found to be involved in the misconduct. 8 of 9

9 8.6 Do I have any obligations when I report an issue? Your position as whistleblower provides you with certain rights, but it also comes with certain obligations. These are necessary for BinckBank to perform the investigation and take appropriate action. You have to assess if you can report the issue through the regular reporting lines. Don t hesitate to ask for advice from the LRO. You have to provide the LRO with as much information as you feel comfortable to share. BinckBank will only be able to perform an effective investigation when you provide as much information as possible. 9 of 9