Sympower’s Whistleblowing policy

December 2023

INTRODUCTION

The purpose of this Sympower Whistleblowing Policy (hereinafter “Policy”) is to enable Reporter(s) to safely report Misconducts by or within Sympower B.V. and/or its affiliates (hereinafter “Sympower”).

This Policy helps to ensure that Sympower can take appropriate and adequate action in case of Misconduct; and outlines the principles of the internal procedure to report Misconduct.

DISCLAIMER: This Policy shall follow the requirement from the Dutch Whistleblower Protection Act (“Wet Bescherming Klokkenluiders”) (hereinafter “Dutch Act”). However, in accordance with Sympower’s values, we want to open this Policy to all Employees, no matter their location.

DEFINITIONS

“Reporter(s)” means the natural person who reports a Misconduct.

“Sympower Employee” means a natural person working for or on behalf of Sympower, with a temporary, permanent, internship or services agreement contract, also including but not limited to consultants, contractors, freelancers, interns and trainees.

“Sympower Whistleblowing Officers” means the natural persons who handle the Reports within Sympower, which are the members of Sympower’s legal department.

“Misconduct” means the definition of “abuse” as indicated in Section 1 of the Dutch Act.

“Whistleblowing Platform” means the third-party platform where a Reporter can make a Report on a Misconduct or suspected Misconduct.

“Report” means the disclosure of a Misconduct by or within Sympower, by a Reporter on the Whistleblowing Platform.

OBJECTIVES

In line with Sympower’s values, we want to encourage and protect Reporters who come forward and report Misconduct in good faith.

This Policy is intended to:

• Encourage Reporters to report in good faith Misconduct or suspected Misconduct by or within Sympower.
• Protect Reporters who report Misconduct in good faith, from suffering retaliation, or adverse consequences.
• Ensure Reports are timely and thoroughly investigated.
• Ensure confidentiality or anonymity of the Reporter’s identity.

SCOPE OF THE POLICY

This Policy applies to all Sympower Employees, former Sympower Employees, candidates, shareholders, members of supervisory board, no matter their location.

This Policy may not apply to complaints that will not be considered as Misconducts, or complaints for which other specific procedures have been established within Sympower.

To assess whether the Reports are in scope with this Policy, the Sympower Whistleblowing Officers will do a case-by-case assessment.

This Policy is based on the requirements from the Dutch Act, therefore, some parts of this Policy might only be applicable to Employees located in The Netherlands.

MISCONDUCT

A Misconduct shall follow the definition of abuse, which is:

“a. a breach or risk of a breach of European Union law, or

1. an act or omission with regard to which the public interest is at stake in connection with:

• a breach or risk of a breach of a statutory regulation or of internal rules that impose a specific obligation and have been established by an employer on the basis of a statutory regulation; or

• a risk to public health, public safety or the environment, or an improper act or omission that jeopardises the proper functioning of the public services or an undertaking. A public interest is in any event at stake if the act or omission affects more than just personal interests and is either part of a pattern or structural in nature, or is serious or broad in scope;”

For clarity purposes, a Misconduct can be considered as a situation about a suspected or actual criminal conduct, unethical conduct or other misconduct that leads or could lead to a violation of any law and regulations (for example: cases of fraud, theft, bribery, corruption, undesirable behaviours, money laundering, embezzlement, breaches to privacy rules and protection of personal data, etc.).

SYMPOWER WHISTLEBLOWING OFFICERS

The Sympower Whistleblowing Officers have the following tasks: 

• Handling the Report.
• Investigating the Report.
• Following up on the Report and updating the Reporter in accordance with the time frame indicated in the applicable law.
• Advising the Board on how to proceed with Report.

If the Report concerns a member of the Board, then the procedure will take place via the supervisory board. The Sympower Whistleblowing Officers shall contact the supervisory board.

If a Report concerns one of the Whistleblowing Officers, then the Report shall be forwarded to the head of People and Operations.

INTERNAL PROCEDURE

The internal procedure to report a Misconduct is described in this section.

•  Submission of the Report

The Reporter can only submit a report in writing, or orally via the Whistleblowing Platform: https://whistleblowersoftware.com/secure/sympower 

Any Report submitted by email or other means will fall outside the scope of this Policy.

Only for Employees located in The Netherlands: Reporters can also request a face-to-face meeting with a Sympower Whistleblowing Officers, which will take place in the Amsterdam Office, within a reasonable time. In case of a face-to-face meeting, the Reporter shall not be anonymous, and the Sympower Whistleblowing Officer shall draft a complete and accurate written account of the conversation. The Sympower Whistleblowing Officer might also ask the consent of the Reporter to record the conversation in a permanent and retrievable form.

Anonymity: The Reporter can submit their Report completely anonymously on the Whistleblowing Platform, if they wish to. If a situation in which it is no longer possible to guarantee the anonymity of the Reporter, the Reporter will be asked whether they wish to continue with the Report, or if their identity can be disclosed.

Notwithstanding the foregoing, it may be necessary to communicate the identity of the Reporter, or the person whom the Report concerns, for example in case of a legal obligation to report, or to report incidents to the authorities, the obligation to answer as a witness to the competent persons/bodies as part of the investigation or judicial procedure instigated in relation to the Report.

• Handling of the Report

After the Reporter submitted a Report on the Whistleblowing Platform, the Sympower Whistleblowing Officers will have 7 (seven) days to confirm the receipt of the Report to the Reporter.

If the Report is incomplete or unclear, the Sympower Whistleblowing Officers will ask the Reporter to provide further information or clarification. The Reporter will have 10 (ten) days to answer.

The Sympower Whistleblowing Officers will then assess whether the Report falls within the scope of this Policy. The Report will not be handled if:

• The Report falls outside of the scope of the Policy.
• The Report was obviously made in bad faith.
• There was no Misconduct in the Report.
• There is a potential overlap with any judicial or other legal proceedings with an external authority, related to the Report. 

The Sympower Whistleblowing Officers will then inform the Reporter in writing, within 2 (two) weeks as to whether the Report is being taken into consideration. If the Report is not taken into consideration, the Sympower Whistleblowing Officers will inform the Reporter accordingly, with the reason for their decision.

1. Investigation

The Sympower Whistleblowing Officers shall investigate the Report carefully, with a maximum period of 3 (three) months after receipt of the Report.

• The Sympower Whistleblowing Officer shall request any information they deem necessary. Employees who are requested to provide information by the Sympower Whistleblowing Officers shall cooperate. 
• The Sympower Whistleblowing Officer shall inform the person(s) whom the Report is about and shall offer the possibility for that person(s) to discuss the Report and give their perspective on it.
• The Sympower Whistleblowing Officers shall meet in closed session, and every meeting with Employees regarding the Report shall be governed with the same level of care and confidentiality. Minutes will be drafted at each session. 
• The Sympower Whistleblowing Officers may decide to consult the People Team, the Leadership Team or an external advisor. The People Team, the Leadership Team, and the external advisors shall guarantee that the Report will be handled confidentially.

• The Sympower Whistleblowing Officers’ advice

After the conclusion of the investigation, the Sympower Whistleblowing Officers shall prepare a summary of the investigation, and a written advice to the Board concerning the Report. The summary of the investigation shall also be shared with the Reporter and the person(s) whom the Report is about. The written advice shall contain:

• Whether it can be assumed that the Misconduct did indeed take place.
• Whether the Report should be investigated further externally.
• Whether the Report gives rise to disciplinary measures, and if so, which measures are the most appropriate.
• Whether any external authorities should be notified of the Report.

• Decision of the Board

The Board shall take a decision following the written advice, within 2 (two) weeks.

If the Board’s decision is contrary to the written advice of the Sympower Whistleblowing Officers, it shall provide its reasoning.

The Reporter, the Sympower Whistleblowing Officers, and the person(s) whom the report concerns, shall receive a copy of the Board’s decision, or part of it, stating any measures being adopted.

•  Support

Throughout the whole procedure, the Reporter, the person whom the Report concerns, or any other Employees involved in the Report may be supported by an accompanying person of their choosing during the handling of the Report. Any person or legal person who is trusted by the Reporter or the person(s) whom the Report is about may act as an accompanying person, including the external confidential advisor.

Throughout the whole procedure, any Employee involved with the Report shall have the opportunity to consult the external confidential advisor, if they wish to.

EXTERNAL PROCEDURE

Reporters are encouraged to first report Misconducts to Sympower through the internal procedure outlined in article 7.

However, it is also possible to report Misconduct to an external authority. 

Employees should submit their external report to the authorities of the country of the Sympower entity where the Misconduct took place. 

For more information, please refer to the information provided by these authorities.

PRIVACY

The personal data of the Reporter and of the person(s) whom the Report is about, and any other person(s) involved in the investigation are properly recorded and/or retained and destroyed in conformity with applicable laws, regulations, policies and procedures.

All files will be destroyed at the end of the relevant retention period. The details of a Report in the register will be destroyed if they are no longer needed according to the requirement of the applicable law.

CONFIDENTIALITY

The Sympower Whistleblowing Officers, and any other person involved with the handling of the Report, and this whistleblowing procedure, are obliged to observe strict confidentiality concerning all the information that has come to their knowledge; and to apply the utmost care to protect the confidentiality of the information.

If a Reporter has not submitted the Report anonymously, their identity will only be known to the Sympower Whistleblowing Officers. If the Sympower Whistleblowing Officers deem necessary for other people within Sympower (People Team, Leadership Team, Board) to know about the identity of the Reporter, it shall first ask the prior written consent of the Reporter before disclosing their identity. In the case that Sympower is legally obliged to disclose the Reporter’s identity, the Sympower Whistleblowing Officers shall inform the Reporter in due time.

The Sympower Whistleblowing Officers shall protect in the same manner the identity of the person(s) whom the Report is about, and any other person(s) involved in the investigation.

In some situations, Sympower may be required, under the applicable law, to disclose information regarding a Report to external authorities. This would be in case of court orders, or requests from the relevant authorities. 

If Sympower decides to disclose information to relevant regulatory or criminal investigation authorities. The confidentiality of the reporter is fully respected, unless Sympower is legally obliged to disclose a Reporter’s identity, which in that case Sympower shall inform the Reporter in due time.

PROTECTION OF THE REPORTER

A Reporter acting in good faith, who submits a Report (internally or externally) concerning a Misconduct, should not encounter any form of harassment or unfair treatment in their position within Sympower because they have submitted a Report.

Any form of retaliation will not be tolerated. Utmost efforts are made to protect the following individuals from retaliation:

• The Reporter who reports Misconduct in good faith.
• Any person who provides information in good faith.
• Any person who otherwise assists in an investigation.

FALSE REPORTS

If following the investigation, the Sympower Whistleblowing Officers find out that the Reporter intentionally made a false Report, or a Report in bad faith, the Sympower Whistleblowing Officers shall inform the People Team and the Board, who might take disciplinary action against the Reporter.