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Update approved by the Board of Directors of Fiat S.p.A. May 2, Fiat Group Whistleblowing Procedure

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2014

| Fiat Group

Whistleblowing Procedure

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1. Foreword ... 3

2. Applicable external and in-house regulations ... 3

3. Duties and responsibilities ... 3

4. Process ... 4

5. Control ... 4

6. Fiat S.p.A. Whistleblowing Committee ... 4

7. Whistleblowing register ... 5

8. Operating procedure and control points ... 5

Whistleblowing receipt ... 5

Investigation and review ... 6

Disciplinary measures ... 6

Whistleblowing receipt ... 7

Investigation and Review... 8

Resolution ... 8

Procedure implementation and dissemination toward employees and third parties ... 9

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1. Foreword

This procedure applies to the Group and its subsidiaries worldwide in compliance with local regulations.(1)

Whistleblowing concerns situations of suspected or alleged violations of business ethics as outlined in the Code of Conduct, financial and accounting fraud, and harassment, intimidation or discriminatory behavior towards employees or third parties.

They also include whistleblowing received from employees and individuals outside the company regarding accounting, internal controls or auditing matters.

In general, whistleblowing are submitted to the Top Management of the Group or its Sectors/Companies, or to the heads of the Human Resources, Legal and Internal Audit Functions. In other cases, they are submitted to a designated manager or other trustworthy persons, including members of the Board of Directors, the Board of Statutory Auditors, and the Internal Control and Risk Committee of Fiat S.p.A.

2. Applicable external and in-house regulations

Section 301 of the Sarbanes-Oxley Act (SOA), with which Fiat S.p.A. complies, contains provisions for managing whistleblowing and safeguarding the anonymity of whistleblowers.

The Code of Conduct and the Compliance Program (established pursuant to Legislative Decree 231/2001) adopted by the Group specify that designated recipients of whistleblowing may be the whistleblower’s direct superior, the Head of Internal Audit of Fiat S.p.A., or the Compliance Program Supervisory Board established pursuant to Legislative Degree 231/2001.

These documents reaffirm the Group’s commitment to safeguarding the anonymity of the whistleblower (i.e., the person who files a written or verbal whistleblowing regarding an ethical breach), subject to legal requirements, and to guaranteeing that employees who report violations are not subject to adverse action or reprisal of any kind, regardless of whether or not they identify themselves.

3. Duties and responsibilities

For the purposes of this procedure, the final decision as to whether a whistleblowing is grounded in fact falls to the Head of Internal Audit of Fiat S.p.A., who will cooperate with the Whistleblowing Committee of Fiat S.p.A. described in paragraph 6 below in assessing the findings of the investigations and reviews, prior to taking any necessary action. More specifically:

n the duties of the Head of Internal Audit of Fiat S.p.A. include providing a periodic overview of whistleblowing related matters to the Board of

Statutory Auditors and the Internal Control and Risk Committee during their regular meetings, and

n where whistleblowing concerns financial statements, accounting, internal controls and auditing matters, the Board of Statutory Auditors is

empowered to request that the Head of Internal Audit of Fiat S.p.A. provide further details, and if necessary extend the investigation. The Board of Statutory Auditors may also require that implemented measures be revised and supplementary measures adopted.

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4. Process

The process consists of the following activities:

n receive, register and retain whistleblowing;

n assess the objective and subjective issues raised by the whistleblowing; n initiate, where deemed appropriate, the investigation and review process; n specify any disciplinary measures;

n provide the Internal Control and Risk Committee and the Board of Statutory Auditors of Fiat S.p.A. with a periodic overview of

whistleblowing activities performed.

5. Control

The procedure is based on:

n identifying the parties who can receive whistleblowing;

n safeguarding the whistleblower’s anonymity to protect whistleblowers from reprisal; n whistleblowing assessment by the Head of Internal Audit of Fiat S.p.A.;

n disclosure of whistleblowers who are demonstrated to have acted in bad faith;

n collective evaluation by the Whistleblowing Committee of Fiat S.p.A. of proposed disciplinary measures;

n providing a periodic overview of activities performed to the Board of Statutory Auditors and the Internal Control and Risk Committee of Fiat S.p.A.; n any other action requested by the Board of Statutory Auditors.

6. Fiat S.p.A. Whistleblowing Committee

To ensure fairness and openness, the Fiat S.p.A. Whistleblowing Committee meets regularly in order to:

n assess the findings of whistleblowing investigations and reviews as requested by the Head of Internal Audit of Fiat S.p.A., and thus

evaluate any disciplinary measures to be imposed for ethical breaches;

n reach collective decisions, upon request by the Head of Internal Audit of Fiat S.p.A., regarding measures/sanctions; n record decisions taken;

n empower the Head of Internal Audit of Fiat S.p.A. to maintain an updated register of all whistleblowing and retain documentation of

whistleblowing investigations and reviews, and

n evaluate requests submitted by the Head of Internal Audit of Fiat S.p.A. regarding disclosure of the identity of whistleblowers who can be

demonstrated to have acted in bad faith.

The Whistleblowing Committee consists of the Fiat S.p.A. Head of Internal Audit, General Counsel and Head of Human Resources and, by invitation, a representative of each Sector/Region/ Company directly involved in the whistleblowing.

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7. Whistleblowing register

The Whistleblowing Register summarizes the essentials of all whistleblowing received (in particular: whistleblowing registration number, date of receipt, whether the whistleblowing is signed or anonymous, country, company, and business function, that received the whistleblowing) and guarantees the traceability of the preliminary evaluation and investigation conducted in accordance with the highest standards of security and confidentiality.

Whistleblowing records are filed in an encrypted IT system with limited access, located on the Fiat S.p.A. intranet and permits the Head of Internal Audit of Fiat S.p.A to access and update the data.

The Head of Internal Audit of Fiat S.p.A ensures the preservation of the original documentation of whistleblowing received and all subsequent related supporting documentation in compliance with current privacy legislation.

8. Operating procedure and control points

Whistleblowing receipt

A whistleblowing, whether signed or anonymous, may be submitted through a variety of channels: verbally (in person or by telephone) or by letter (external or internal mail, email). In particular, notifications can be sent to the following address: segnalazioni@fiatspa.com, directly managed by the Head of Internal Audit of Fiat S.p.A.

All whistleblowing received by the company, regardless of source and recipient shall be forwarded immediately to the Head of Internal Audit of Fiat S.p.A complete with original copy of all the supporting documentation received. Consequently, recipients of a whistleblowing shall destroy any copies of the notification received.

Failure to report a whistleblowing received, constitutes a violation of this procedure, the Code of Conduct and the Compliance Program pursuant to Legislative Decree 231/2001 (in the case of Italian companies), which may result in the application of sanctions foreseen by the aforementioned documents.

The Head of Internal Audit of Fiat S.p.A.:

n records all submitted whistleblowing on the Whistleblowing Register;  n prepares the Summary Sheet.

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Investigation and review

The Head of Internal Audit of Fiat S.p.A.:

n in relation to detailed whistleblowing(2), initiates the investigation and review process. This activity may be assigned to, Fiat S.p.A. Internal

Audit, to the relevant Human Resources Department or to the relevant Corporate Security Officer.

n Informs the parties concerned that their personal data is processed in relation to a whistleblowing only when it is deemed that no such

notification would jeopardize the investigative process. Under no circumstances shall the whistleblower’s identity be revealed to the denounced party, except where legally required;

n may suspend or interrupt the investigation at any time if the whistleblowing is found to be groundless;

n in cases where the whistleblower can be demonstrated to have acted in bad faith, may be authorized by the Whistleblowing Committee

of Fiat S.p.A. to bring suit against the whistleblower;

n updates the Whistleblowing Register and the summary sheet, indicating the current status of the whistleblowing (dismissed, under

investigation, etc.).

Disciplinary measures

The Whistleblowing Committee of Fiat S.p.A.:

n is notified by the Head of Internal Audit of Fiat S.p.A. concerning the findings of all investigations which have been concluded since the previous

committee meeting, and collectively evaluates any proposed measures(3) which should be taken in order to apply the sanctions envisaged by

the Group. Judicial proceedings may be instituted in accordance with established procedures if there are grounds for doing so;

n assesses requests submitted by the Head of Internal Audit of Fiat S.p.A. to disclose the identity of whistleblowers (if non-anonymous) who

have been shown to have acted in bad faith, providing the necessary documentation to record decisions made during the meeting; The Head of Internal Audit of Fiat S.p.A.:

n files the minutes of the meeting;

n retains documentation regarding investigations and any measures approved by the Whistleblowing Committee of Fiat S.p.A.; n updates the summary sheet, indicating the decisions reached by the Whistleblowing Committee of Fiat S.p.A.;

n updates the Whistleblowing Register with the current status of all whistleblowing;

n notifies the whistleblower of the findings of the investigations concerning the whistleblowing, or the reasons for which the whistleblowing

was dismissed;

n monitors the progress of the measures agreed upon by the Whistleblowing Committee of Fiat S.p.A.;

n provides the Internal Control and Risk Committee of Fiat S.p.A. and Board of Statutory Auditors of Fiat S.p.A. with a periodic overview

of whistleblowing activities performed, provided that the Board of Statutory Auditors and the Control and Risk Committee of Fiat S.p.A. may have access, upon request, to detailed documentation regarding individual whistleblowing (whether dismissed, handled, or under investigation) and minutes of Whistleblowing Committee meetings and regarding whistleblowing concerning financial statements, accounting, internal controls and auditing matters, may request further details (if necessary extending the investigation) and adopt supplementary measures.

(2) Detailed whistleblowing – A whistleblowing providing sufficient corroborating information to identify the alleged wrongdoing, the company/B.U. involved, the person(s) involved, the period in which the wrongdoing was committed, and if possible the value, cause and aim of the wrongdoing. Investigations are carried out to determine whether the whistleblowing is truthful or not. The purpose is thus to clear wrongfully accused persons, or handle the measures taken regarding the denounced parties or whistleblowers who are found to have acted knowingly in bad faith. (3) Measures may be taken against the denounced party, whistleblowers who have acted in bad faith, or parties, who by means of normal control activities or through internal audit, have shown

(7)

Whistleblowing receipt

Positive

Negative Whistleblowing

Head of Internal Audit

of Fiat S.p.A.

Head of Internal Audit

of Fiat S.p.A.

Whistleblowing Assessment

Investigation and Review

Whistleblower Denounced

Party

Summary Sheet

Whistleblowing Register

(8)

Investigation and Review

Resolution

Human Resources Department

Whistleblowing Register Head of

Internal Audit of Fiat S.p.A.

Corporate

Security Internal Audit

Head of Internal Audit of Fiat S.p.A.

Head of Internal Audit of Fiat S.p.A.

Results

Whistleblowing Committee

Head of Internal Audit

of Fiat S.p.A. Management

Whistleblower

Demouncial Party Board of Statutory

Auditors and Internal Control

and Risk Committee Confirmation

proposed measures

(9)

Procedure implementation and dissemination toward employees and third parties

Upon recommendation of the Head of Internal Audit of Fiat S.p.A, the Fiat S.p.A. Internal Control and Risk Committee evaluates the Whistleblowing Management Procedure and submits it to the Board of Directors which, having heard the opinion of the Board of Statutory Auditors, resolves to approve it.

Adoption of the procedure is reported to the Fiat S.p.A. Internal Control and Risk Committee.

The following process shall be implemented to ensure that information concerning the procedure is effectively disseminated to all Group employees:

n the Fiat S.p.A. CEO sends the text of the procedure to the CEOs and relevant Head of Human Resources of each Sector/Region and

Company, empowering them to initiate the dissemination process. This procedure, which will be accompanied by a cover letter citing the regulations outlined in the Sarbanes-Oxley Act and the principles expressed in the Code of Conduct and the Compliance Program pursuant to Legislative Decree 231/2001, emphasizes the importance of uniform methods for handling whistleblowing within the Group, and specifies the objective and subjective requirements which whistleblowing must meet in order to qualify for further investigation;

n the Whistleblowing Management Procedure is posted on the Corporate Governance area of the Group intranet, and is translated into the

languages used for the Code of Conduct;

n the relevant Head of Human Resources for the Sector/Region and Company directly inform all management personnel and invite function

heads to take appropriate action to inform their associates;

References

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