NARDI S.p.A., ever aware of the importance of providing adequate whistleblowing channels in order to protect the integrity of the Company and ensure compliance with the principles of legality, fairness and transparency, also with regard to third parties, in the performance of its business activities, has set up dedicated corporate whistleblowing channels in accordance with Italian Legislative Decree No. 24/2023, implementing EU Directive 2019/1937.

With this notice, Nardi S.p.A. intends to promote the widest dissemination to all recipients of all useful information regarding these channels and on the procedures and conditions for making both internal and external reports.

WHO CAN REPORT

Reports may be made by individuals who are:

• employees of the company;
• self-employed people and collaborators working with the company;
• freelancers and consultants working with the company;
• volunteers and trainees, both paid and unpaid, working for the company;
• shareholders and people in administrative, management, control, supervisory and representative roles, also when performed at the company on a factual basis.

Reports may be made even when the legal relationship has not yet begun, whenever information regarding infringements is acquired during the selection process or at other pre-contractual stages or during the trial period, or after terminating the legal relationship, whenever information regarding infringements is acquired during the course of the relationship.

WHAT BEHAVIOUR CAN BE REPORTED

Material Whistleblowing Reports include reports concerning conduct, acts or omissions that harm the public interest or the integrity of the Company, which come to the whistleblower’s attention in the work context and which consist of:

• significant unlawful conduct pursuant to Italian Legislative Decree No. 231/2001 and violations of Model 231, such as, for example, corruption towards the Public Administration, violations regarding occupational health and safety, violations of environmental legislation. It should be noted that such reports can only be made through internal whistleblowing channels;
• infringements of European legislation in the following areas: public tenders; financial services, products and markets, and prevention of money laundering and terrorist financing; product safety and compliance; transport safety; environmental protection; public health; consumer protection; protection of privacy, protection of personal data and security of networks and information systems;
• acts or omissions harming the financial interests of the European Union, such as fraud, corruption and any other illegal activity related to EU expenditure;
• acts or omissions concerning the domestic market, including infringements of EU regulations on competition, State aid, corporate taxes, and free movement of goods, people, services and capital;
• acts or conduct that undermine the scope or purpose of the provisions of EU legislation in the areas referred to above. This includes, for example, so-called abusive practices that contravene the protection of free competition (predatory pricing, target discounts, tie-in selling, etc.).

Reports may not be made in relation to the personal interests of whistleblowers that relate exclusively to their employment relationship, to their relationship with Management, or to life aspects of the whistleblower having no direct or indirect link to the performance of business and/or professional activities.

Furthermore, reports may not be made regarding information which is clearly unfounded, information which is already completely in the public domain, unreliable information acquired merely on the basis of indiscretions or hearsay (so-called rumours), or spurious, defamatory, libellous information merely disseminated to damage the reported person.

CHARACTERISTICS OF THE REPORT

In order to allow for proper verification, whistleblowing reports should be as detailed as possible so as to make it possible to reconstruct the facts and ascertain whether the report is grounded. In particular, the following should be indicated:

• The identifying data of the whistleblower (name, surname, place and date of birth) and, in the case of a face-to-face meeting, an address for sending confirmation of receipt of the report and subsequent feedback, as well as any requests for further information or clarifications;
• The time and place where the reported event occurred and a description of the reported event, providing details of the circumstances and, where applicable, information on how the facts reported came to the whistleblower’s attention;
• The personal details or other elements enabling identification of the person, if any, to whom the reported facts are to be attributed;
• Any attached documents;
• Any person who may have knowledge of the facts.

Anonymous reports will only be taken into account and treated as regular reports, following with the same internal procedures as for non-anonymous whistleblowing reports, if they are prompt, substantiated and supported by appropriate documentation.

INTERNAL WHISTLEBLOWING CHANNELS

In order to allow the submission of written and oral reports, the Company, after hearing the relevant representatives or trade unions, has set up and shall maintain the following whistleblowing channels: 

1. Channels for written reports:
   • Online Platform: Whistleblower Software;
2. Channel for oral reports:
   • Online Platform: Whistleblower Software;

At the request of the whistleblower, a face-to-face meeting may be arranged with the Channel Manager. The face-to-face meeting is held exclusively by the Channel Manager, in a confidential manner and subject to drawing up a report form.

NARDI S.p.A., in full compliance with the Whistleblowing Decree, ensures that the above channels guarantee confidentiality of the identity of the whistleblower, of the persons involved and, in any case, of the persons mentioned in the report, as well as of the content of the report and the related documentation.

Management of the whistleblowing channel is entrusted to an external lawyer, and in particular to Atty. Luisa Nardi (the “Channel Manager”).

PROCEDURES FOR HANDLING WHISTLEBLOWING REPORTS

Upon receiving a report, the Channel Manager:

• sends the whistleblower confirmation of receipt of the report within seven days of the date of receipt; 
• keeps in contact with the whistleblower, requesting any further information required;
• diligently follows up on the report, informing the persons in charge of handling same;
• provides feedback to the whistleblower within three months of confirming receipt of same or, in the absence of such confirmation, within three months of the expiry of the seven-day period following submission of the report. Such feedback may also be of a provisional nature if the investigation is not yet completed. Once the investigation has been completed, the outcome shall in any case be communicated to the whistleblower.

To process the report in the best way possible, both internal and external parties may be involved in view of their specific technical and professional skills, provided there is no conflict of interest and always bound by the confidentiality obligations required by law. 

Once the investigation has been completed, if the report is deemed to be founded, the Channel Manager will follow it up by contacting the relevant internal bodies/departments with a view to implementing preventive, corrective or disciplinary actions against the violating party.

EXTERNAL WHISTLEBLOWING CHANNEL (ANAC) 

In order to use the whistleblowing channel set up by ANAC, certain conditions must be met. In particular, the whistleblower may only use this external procedure if one of the following conditions is met: an internal whistleblowing channel has not yet been set up in his or her working environment or, if it has, it does not comply with Italian Legislative Decree No. 24/2023; he or she has already submitted an internal report and this has not been followed up; he or she has reasonable grounds to believe that, if an internal report were submitted, this would not be followed up effectively or might give rise to a risk of retaliation; he or she has reasonable grounds to believe that the infringement may constitute an imminent or manifest danger to the public interest. Any retaliation suffered may be reported via the same channel. 

See https://www.anticorruzione.it/-/whistleblowing

Data will be processed in accordance with the provisions of the GDPR (EU Regulation No. 679/2016) and Italian Legislative Decree No. 24/2023.

See [Whistleblowing Privacy Policy].