Whistleblowing procedure
for reporting violations and irregularities
Albini & Pitigliani S.p.a.
1. Foreword
With Legislative Decree No. 24 of March 10, 2023, published in the Official Gazette of March 15, 2023, EU Directive 2019/1937 on “the protection of persons who report breaches of Union law” (so-called whistleblowing discipline) was adopted by Italian law. The objective of the EU directive is to establish common minimum standards to ensure a high level of protection for persons who report violations of Union law (so-called whistleblowers), creating safe channels of communication, both within an organization and externally. This discipline pursues the goal of preventing and combating unlawful phenomena in public and private organizations, encouraging the disclosure of prejudicial conduct - of which the whistleblower has become aware within his or her work context - to the detriment of the entity to which he or she belongs and for the collective public interest.
In order to ensure the transposition of the directive without retreating in the protections already recognized in our system, the Decree repeals and amends the previous national regulations, encapsulating in a single regulatory text - for the public and private sectors - the regime for the protection of individuals who report unlawful conduct put in place in violation not only of European provisions, but also national ones. Such conduct must be based on well-founded reasons and detrimental to the public interest or the integrity of the entity.
Finally, the regulatory framework of reference was completed with the Guidelines of the Italian National Anti-Corruption Authority (ANAC), adopted by resolution on July 12, 2023, setting out procedures for the submission and management of external reports, as well as indications and principles that public and private entities can take into account for internal channels.
This regulatory framework also includes the indications of Confindustria, contained in the document “New discipline Whistleblowing. An Operational Guide for Private Entities,” published in October of the year 2023, with the intention of offering entities recipients of the new discipline information, suggestions and operational measures, also in light of the ANAC Guidelines, deemed suitable to meet the requirements outlined by the Decree. Given the extent of the scope of application of the new whistleblowing discipline and the types of entities present in the context of Confindustria, the indications also take into account the variety of organizational structures, depending on the size and possible different choices adopted by companies from time to time.
This procedure, drawn up in consideration of the aforementioned legislation, the ANAC Guidelines and the indications of Confindustria, regulates the procedure relating to whistleblowing reports within the company Albini & Pitigliani S.p.a. ; these are the reports relating to the commission of: offenses underlying the liability of the entity pursuant to Legislative Decree 231/2001, violations of the provisions contained in the organization and management model pursuant to Legislative Decree 231/01 (so-called MOG) and violations of the provisions contained in the Codes of Conduct, regulations or other corporate provisions.
The procedure then provides a number of protections for the whistleblower and others involved in the process, as well as obligations and safeguards for all those affected by the report.
2. Addressees of the procedure
2.1. Addressees of the procedure as well as persons entitled to file the report are:
a) members of corporate bodies and persons with management, administration or control functions;
b) employees;
c) partners, collaborators, trainees, volunteers, suppliers;
d) freelancers and external consultants of the Company.
3. Subject of the report
3.1. Reports concern the commission of conduct of which the whistleblower has becomeaware in the work context, and which constitutes:
a) alleged offense of the entity's liability under Legislative Decree 231/01;
b) violation of the provisions contained in the MOG;
c) violation of the provisions contained in the Codes of Conduct, regulations or other corporate provisions.
4. Content of the report
4.1. The whistleblower is required to provide all useful elements to enable the person responsible for receiving and handling the report to carry out the due and appropriate checks to verify the facts that are the subject of the report.
4.2. In any case, the report shall contain:
a) The personal information of the person making the report with an indication of the position or function performed within the association;
b) the clear and complete description of the facts that are the subject of the report, indicating the circumstances of time and place;
c) the personal details or other elements that enable the identification of the person who has put in place the facts that are the subject of the report;
d) the indication of any persons aware of the facts who can report on them, any documents or other evidence to substantiate the validity of the report.
4.3. Anonymous reports, if they are substantiated and supported by appropriate documentation, are equal to ordinary reports.
5. Methods and recipients of the report
5.1. The report is handled by the supervisory body.
5.2. The report should be addressed to the supervisory body according to the following methods:
a) by sending an e-mail to the e-mail address odv@alpiworld.com, This is an e-mail box made available to the supervisory body, in its exclusive availability and whose access credentials are known only to the aforementioned body and must not be disclosed to other parties; or
b) orally, by telephone or by direct meeting with the person handling the report. In both cases, a record will be made of the telephone call or meeting. Of the report received orally and its contents, the person handling the report shall draw up minutes, which must also be signed by the whistleblower; or
c) through the Reporting Procedure Portal - Whistleblowing of Albini & Pitigliani S.p.a. Available on the company's website. Albini & Pitigliani S.p.a. guarantees the confidentiality of the identity of the writer and the content of the report by adopting an internal protocol using encryption tools that allow the protection of personal data and information, including those included in any attachments.
5.3. If the report is submitted to a person other than the supervisory body and yet, due to its form, subject, content or other elements, it is evident that it is a whistleblowing report, the receiving person shall transmit it without delay to the supervisory body, without retaining a copy.
6. Receipt, investigation and assessment of the report
6.1. Upon receipt of the report, the report handler issues the whistleblower with an acknowledgement of receipt within seven days of the submission.
6.2. The report handler preliminarily assesses the existence of the subjective and objective prerequisites of the report and whether the facts are manifestly unfounded, requesting clarifications, in-depth investigations or additions, including documents, if necessary.
6.3. When he/she deems the report to be improper or inadmissible, he/she orders its dismissal by reasoned decision. When he/she deems it procedural and admissible, he/she initiates the preliminary investigation to verify its merits.
6.4. During the preliminary investigation phase, the report handler proceeds with the completion of any activity deemed necessary to ascertain the merits of the report. The acquisition of the evidence deemed necessary for such assessments is done through the acquisition of documentation or information, including through hearings of persons internal or external to the entity, or by relying on the technical assistance of third-party professionals. The report handler must ensure that the processing of the data of the whistleblower and all persons, internal or external to the entity, involved in the investigative activity takes place in compliance with the confidentiality obligations provided for by law, the Articles of Association, the MOG, the Codes of Conduct, regulations and other corporate provisions.
6.5. Upon completion of the investigative activity, the report handler may:
a) dismiss the report deemed unfounded by reasoned decision;
b) declare the report well-founded and transmit the relevant acts to the competent bodies of the entity for the adoption of the consequent measures.
7. Response to the whistleblower
7.1. Within three months from the date of receipt of the report, the handler must provide feedback to the whistleblower on the status of the proceedings.
7.2. The handler shall send to the whistleblower a copy of the measure by which he/she dismisses the report declared inadmissible or inadmissible; the measure by which he/she initiates the investigation; the measure by which, at the outcome of the investigation, he/she dismisses the report deemed unfounded; and the measure by which, at the outcome of the investigation, he/she declares it well-founded by forwarding the documents to the competent organs of the institution for further course.
7.3. The organs of the institution competent to receive and evaluate the report shall notify the whistleblower of the outcome of the relevant proceedings.
8. Retention of documentation
8.1. The report handler shall ensure the retention of all documentation related to the proceedings for a period of two years from the receipt of the report.
9. Confidentiality obligations regarding the identity of the whistleblower and the report
9.1. Except in cases where liability for libel and slander can be established under civil or criminal law and in cases where anonymity cannot be enforced by law, the identity of the whistleblower may not be disclosed without his/her express consent, and all persons involved in the reporting process are obliged to protect the confidentiality of such information.
9.2. The same protection extends to the identity of all persons involved in the proceedings or otherwise affected by it.
9.3. The acts and documents of the proceedings and their contents may not be disclosed in any way.
9.4. Violation of the confidentiality obligations set forth in 9.1., 9.2. and 9.3. above constitutes a disciplinary offense.
9.5. As part of the disciplinary proceedings against the person blamed for the facts that are the subject of the report, the identity of the whistleblower may not be disclosed if the allegation of the disciplinary charge is based on investigations that are separate and additional to the report, even if consequent to it. If the disciplinary charge is based in whole or in part on the report, the identity of the reporter may be disclosed when there is the express consent of the whistleblower or when knowledge of the reporter's identity is indispensable to the defense of the accused, if this circumstance is inferred and substantiated by the latter at the hearing or through the submission of defense briefs.
10. Prohibition of retaliatory acts
10.1. Any form of retaliatory act against the whistleblower or persons involved in the proceedings initiated with the report is prohibited.
10.2. Retaliatory act means any behavior, including omission, consummated, attempted or threatened, which occurs in the work context and which, directly or indirectly, determines or may determine an unfair damage or in any case affecting working conditions for reasons related to the report.
10.3. Retaliatory acts taken in violation of this prohibition shall be null and void.
10.4. A person who believes that he or she has been subjected to a retaliatory act as a result of making a report or being involved in the related proceeding shall notify the supervisory body, without prejudice to and without prejudice to his or her rights to take legal action in the competent courts.
Florence January 29, 2025
Lawyer Matteo Ormi
Supervisory Board Albini & Pitigliani S.p.a.