Internal information system

General principles of the communications system and procedure

June 2, 2023

  1. SUBJECT

In compliance with Law 2/2023, of February 20, regulating the protection of persons who report regulatory violations and the fight against corruption, we proceed to establish an internal information system of VRIO PACK S.L., which regulates the receipt, processing, investigation and resolution of the information, in order to protect persons who report regulatory violations and the fight against corruption referred to in Article 2 of the aforementioned Law.

The procedure seeks to ensure that the privacy of the persons involved and the confidentiality of the data contained in the information is effectively guaranteed throughout the process, making it possible for the information to be provided anonymously and without reprisals to the informant and his or her entourage.

 

  1. MATERIAL AND PERSONAL SCOPE OF APPLICATION

2.1. MATERIAL SCOPE OF APPLICATION

– Infringements of European Union law when (i) affect any of the matters listed in Annex I of the Whistleblowing Directive, (ii) affect the financial interests of the Union or the financial interests of the (iii) impact on the domestic market.

– Serious or very serious Administrative infractions.

– Criminal acts

 

2.2. PERSONAL SCOPE OF APPLICATION.

To any person who in an employment or professional context has obtained information about suspected violations. The protection is not limited to the employees of the regulated entities, but also to any other person who, in the course of professional practice or in the framework of the provision of services, has interacted with such entities.

The communications/information may relate to facts known within the scope of an employment or professional relationship. (i) still in force, (ii) already completed or (iii) even if not initiated (for example, if it refers to violations related to selection or pre-contractual negotiation processes).

The scope of protection extends to persons related to the informant (co-workers, family members, legal entities for which he/she works or of which he/she is the owner, etc.). Likewise, it is extended to any natural person who has assisted the informant and, specifically, to the legal representatives of the workers in the exercise of their functions of advising and supporting the informant.

 

  1. INTERNAL INFORMATION SYSTEM

The Manager has appointed Mr. BORJA CRUZ DIAZ as the person in charge of the internal information system.

The internal information system is the preferred channel for communication and processing of communications/information and is governed by the following essential principles:

  • Guarantee of confidentiality of the identity of the informant and of any third party mentioned, as well as of the treatment of the information and its investigation.
  • Guarantees against retaliation.
  • Respect for the principle of presumption of innocence and the right of defense of the affected parties.
  • Guarantee of independence, impartiality and absence of conflicts of interest.
  • Effective processing of communications.

This system integrates all the internal channels operating in the entity for reporting possible infractions (such as channels for the prevention of harassment, prevention of inequalities, anti-fraud, etc.).

 

4.- PRINCIPLES ASSOCIATED WITH THE INTERNAL INFORMATION CHANNEL

Regarding the presentation of communications, the internal reporting system allows for their presentation verbally or in writing (or both):

  • Verbal communications may be made by telephone or by voice message system. In addition, with the informant’s consent, verbal complaints should be documented by means of a recording or transcript, offering the informant the possibility of reviewing and signing it in the latter case.
  • With regard to written communications, these may be sent by mail or by any electronic means provided for this purpose.

In the event that the informant requests a face-to-face meeting, the entity must schedule it within a maximum period of seven days from the date of the request. Likewise, the informant may indicate the way in which he/she prefers to receive notifications regarding the processing of the communication, indicating an address, an e-mail address or a safe place for this purpose.

The internal information channel allows the presentation of anonymous information and in the website The entity’s home page (in a separate and easily identifiable section) includes clear and accessible information on the use of the entire internal information channel, as well as on the essential principles of the management procedure.

Likewise, a record book will be kept of the communications received and the research carried out. This register shall not be public and may only be accessed by judges and courts in the context of legal proceedings. Personal data related to communications and research will only be kept for the necessary period, which in no case may exceed ten years.

Upon receipt of the communication, the entity must send acknowledgement of receipt to the informant within a maximum period of seven days.

The deadline for response The time limit for the investigation is set at three months from the expiration of the seven-day period following the communication, except in cases of special complexity that require an extension of the time limit, in which case it may be extended up to a maximum of three additional months.

4.1 DUTY OF DISCLOSURE

Any person who has reasonable knowledge of any type of act or fact that could contravene the principles and values of the Code of Ethics or Conduct or involve an illegal act or contrary to current regulations, and the material scope referred to in Article 2 must inform VRIO PACK S.L. through the information channel.

4.2 REPORTABLE FACTS

The Information Channel is the instrument that allows the communication of irregularities or non-compliances and therefore should not be used indiscriminately, but only for the purposes for which it was conceived.

The facts reported must be focused on conduct, non-compliance or irregularities that may go against the principles and values of the Code of Ethics and Conduct, or constitute an unlawful act or an act contrary to the applicable regulations and the material scope referred to in Article 2.

4.3 RIGHTS OF THE INFORMANT REGARDING COMMUNICATIONS MADE THROUGH THE INFORMATION CHANNEL

The informant is entitled to the following rights:

1.º Decide whether to make the communication anonymously or non-anonymously; in the latter case, the informant’s identity will be kept confidential, so that it will not be disclosed to third parties.

2.º Formulate the communication verbally or in writing.

3.º Indicate an address, e-mail or safe place to receive communications from the person in charge regarding the investigation.

4.º To renounce, if applicable, to receive communications.

5.º Appear on his/her own initiative or when requested to do so, being assisted, if necessary and if he/she considers it appropriate, by a lawyer.

6.º Request the person in charge that the appearance before it be made by videoconference or other secure telematic means that guarantee the identity of the informant, and the security and fidelity of the communication.

7.º Exercise the rights conferred by the personal data protection legislation.

8.º Know the status of the processing of your communication and the results of the investigation.

Likewise, you have the right to:

  1. a) Right to protection during the course of an investigation

A.P. shall provide due protection to all persons who make a disclosure in accordance with the guidelines of this Procedure.

In the event that the informant makes the content of the information public, he/she will only be able to avail himself/herself of the protection measures if he/she has first been informed through the information channel and with the established deadlines and measures.

It will also be subject to protection in the event that it makes the content of the information public either because there is a manifest risk to the public interest, such as an emergency situation or risk of irreversible damage, or because in the case of external reporting there is a risk of retaliation or a low probability of effective treatment of the information due to the specific circumstances of the case, such as the concealment or destruction of evidence or the authority colluding with or being implicated in the infringement.

  1. b) Prohibition of retaliation

In no case will reprisals be taken against the informant even if the result of the consequent investigations verifies that the reported non-compliances have not existed and provided that he/she has not acted in bad faith. This means that the perpetrator of any type of retaliation must be punished.

  1. c) Right to receive information

The informant will be informed in writing, once the information has been analyzed, if it is considered appropriate for analysis.

On the other hand, once the investigation has been completed, the informant should be informed of the follow-up actions planned, for example, referral to a competent authority, as well as the outcome of the investigations, explaining the reason why disciplinary measures or actions have or have not been taken.

  1. d) Right to choose

The informant may choose the information channel he/she considers most appropriate, and may resort to external channels (competent authorities), without the informant being obliged to use a specific channel, especially taking into account that the person informed may be a superior of the informant and that the latter has access to the information.

  1. e) Right to limited information

The informant, in the process of formulating the information, may not be asked for data that are not strictly necessary to process the information and, subsequently, data that are not strictly necessary for the investigation may not be requested or kept.

The information provided by the informant may not be used for purposes other than research. In the event that the information provided contains information on industrial or trade secret or other information that could affect the commercial, economic, strategic or security interests of VRIO PACK S.L. or third parties involved, these must be used for what is strictly necessary in the process of investigating the information, and may not be disclosed or shared for purposes other than the same.

If the data were transmitted to a third party to investigate the information, for example, a law firm or an external auditor, both the informant and the informed person must be informed in advance. Such consent is not required when the transfer of data is authorized by law.

Personal data processed as a result of the submission of information through the VRIO PACK S.L. Information Channel will be processed in accordance with the General Personal Data Protection Regulation, Regulation (EU) 2016/679, and the Organic Law 3/2018, of December 5, on Data Protection and guarantee of digital rights and other related regulations in force.

Any data that is excessive or irrelevant to the investigation of a piece of information or has been accidentally collected will be deleted immediately.

  1. f) Right to anonymity

The informant who submits information through the Information Channel may maintain anonymity regarding his/her identity, which is guaranteed during the process, and it is optional for the informant to include data that allows his/her identification through the information form provided.

  1. g) Right to confidentiality

The identity of the informant shall be confidential and may not be disclosed without his/her express consent to any person other than personnel competent to receive and manage the information, with the exceptions established by EU law or Spanish regulations in the context of investigations carried out by the authorities or in the course of judicial proceedings.

  1. h) Right to receive a response within a reasonable time

The informant shall receive an acknowledgement of receipt of his/her information within a maximum period of seven days from the receipt thereof, unless the informant expressly requests otherwise or the body in charge of the investigation considers that such acknowledgement may compromise the protection of the informant’s identity.

The maximum period for responding to the investigation is set at three months from the expiration of the seven-day period following the communication, except in cases of special complexity that require an extension of the period, in which case it may be extended for a maximum of three additional months.

  1. i) Right to data deletion

Communications may be kept within the information system only for the time necessary to decide whether or not to initiate an investigation. If this decision is not taken within three months, it must be removed from the systemof communication unless the purpose is the conservation to leave evidence of the operation of the model or are derived from the same legal proceedings or investigations by the competent authorities and anonymously if they were communications not made.

4.4 RIGHTS OF THE PERSON INFORMED ABOUT COMMUNICATIONS MADE IN THE INFORMATION CHANNEL

The informed person has the following rights:

  1. a) Right to protection during the course of an investigation

The P.A. will provide full guarantee of their rights, not being applicable punitive measures, or legal if any, until the veracity of the facts reported is verified, the respective evidence is collected, and the concurrence of a criminal act or contrary to the principles and values of the P.A. is concluded.

  1. b) Right to receive information

The informed person must be informed of the investigation process that is being carried out so that, in view of the accusation of such conduct, he/she may exercise his/her right of defense and allege everything that allows him/her to prove his/her innocence.

On the other hand, in those cases where information from the investigation process poses a significant risk to the ability to investigate effectively, communication to the informed may be delayed while such risk exists. The objective is to avoid the destruction or alteration of evidence by the reported

  1. c) Right to confidentiality

The informed person shall be guaranteed the right to confidentiality of his/her personal data throughout the investigation of the information, in order to avoid any dissemination of information that may affect his/her honorability.

The information provided to the informant must be made in terms that protect the confidentiality of the informant and the identity of the informant may not be disclosed without his/her express consent to any person other than personnel competent to receive and manage the information, with the exceptions established by EU or Spanish law in the context of investigations carried out by the authorities or in the course of judicial proceedings.

  1. d) Right to a transparent investigation

The informed person shall have the right to an investigation based on an objective analysis of the evidence collected, guaranteeing an effective and transparent investigation.

4.5 IMPOSITION OF DISCIPLINARY MEASURES

If in the resolution of the investigation it is reliably proven that the facts investigated are true and are linked to irregular or unlawful conduct, the informed person may be subject to sanctions in accordance with the Collective Bargaining Agreement or labor legislation in force, as well as the rest of the civil and commercial obligations. VRIO PACK S.L. may also bring the facts to the attention of the relevant judicial authorities if it deems it necessary.

In the event that the informed person is a third party with whom there is no employment relationship (supplier, commercial agent or business partner), the applicable sanctions will be limited to the commercial/civil sphere (limitation of actions, unilateral contractual termination), without prejudice to the aforementioned communication to the competent judicial authorities.

4.6 COMMUNICATION OF FALSE OR BAD FAITH INFORMATION

The information channel of VRIO PACK S.L. must be used in a responsible and appropriate manner. The communication of false facts, with a malicious and morally dishonest attitude, is a breach of good faith, the Code of Ethics and Conduct that should govern working relationships within the Port Authority, and may result in disciplinary measures in accordance with the Collective Bargaining Agreement or labor legislation in force.

If, after due analysis, it could be concluded that the facts reported are manifestly false and that the information has been presented with a malicious attitude and in bad faith: (i) se will file the information, documenting the reasons that have led to the filing of the file, finalizing the investigation work; (ii) The Human Resources Department will be informed so that disciplinary measures may be proposed in accordance with the Collective Bargaining Agreement or labor legislation in force; (iii) the proposed sanction shall be reported, in writing, to the Management or the Board of Directors, which shall decide, as the case may be, on the disciplinary action to be taken against the person reporting in bad faith.

 

  1. COMMUNICATIONS MANAGEMENT PROCEDURE

To carry out the investigation work, VRIO PACK S.L. has developed this INTERNAL PROCEDURE FOR INFORMATION MANAGEMENT from its initial communication to its resolution, in order to verify the veracity of communications, the correct collection of evidence and ensure the rights of the informant and the informed. This procedure is divided into the following phases:

  • Information reception phase
  • Admission phase
  • Preliminary phase
  • Conclusion phase and termination of the proceedings

 

5.1 Receipt of information.

  1. The information can be conducted anonymously. Otherwise, the identity of the informant, who has the right not to have his/her identity disclosed to third parties, will be kept confidential.
  2. The information may be provided in writing, by mail or by any electronic means provided for this purpose addressed to the internal information channel, or verbally, by telephone or by voice messaging system. At the informant’s request, it may also be submitted by means of a face-to-face meeting, within a maximum period of seven days. In cases of verbal communication, the informant will be warned that the communication will be recorded and will be informed of the processing of their data in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and Organic Law 3/2018 of 5 December.

When submitting the information, the informant may indicate an address, e-mail or safe place to receive notifications, and may also expressly waive the receipt of any communication of actions carried out by the person in charge as a result of the information.

In case of verbal communication, including those made through a face-to-face meeting, by telephone or by voice messaging system, the Person in Charge shall document it in one of the following ways:

  1. a) by a recording of the conversation in a secure, durable and accessible format; or
  2. b) through a complete and accurate transcription of the conversation made by the staff responsible for handling it.

Without prejudice to his or her rights under data protection regulations, the informant will be given the opportunity to verify, rectify and accept the transcription of the message by signing it.

  1. Once the information has been submitted, it will be registered in the Information Management System and an identification code will be assigned to it. The Information Management System will be contained in a secure database with access restricted exclusively to the person in charge or suitably authorized personnel, in which all communications received will be registered, by filling in the following data:
  2. a) Date received.
  3. b) Identification code.
  4. c) Actions carried out.
  5. d) Actions taken.
  6. e) Closing date.
  7. Once the information has been received, it will be acknowledged within seven working days of receipt, unless the informant has expressly waived receipt of communications relating to the investigation or the person in charge reasonably considers that acknowledgement of receipt of the information would compromise the protection of the informant’s identity.

5.2 Admission procedure.

  1. Once the information has been recorded, the person in charge shall verify whether it sets forth facts or conduct that fall within the scope of application set forth in Article 2.
  2. After this preliminary analysis, the person in charge will decide, within a period that may not exceed ten working days from the date of entry of the information in the registry:
  3. a) Inadmit the communication, in any of the following cases:

1.º When the facts reported lack any verisimilitude.

2.º When the facts reported do not constitute an infringement of the legal system included in the scope of application of this law.

3.º When the communication is manifestly unfounded or when, in the opinion of the person in charge, there are reasonable indications that it was obtained through the commission of a crime. In the latter case, in addition to the inadmissibility, a detailed account of the facts deemed to constitute a crime shall be sent to the Public Prosecutor’s Office.

4.º When the communication does not contain significant new information on violations compared to a previous communication for which the corresponding procedures have been concluded, unless there are new factual or legal circumstances on the part of the responsible party that justify a different follow-up. In these cases, the person in charge shall notify the resolution in a reasoned manner.

The informant will be notified of the rejection within the following five working days, unless the communication was anonymous or the informant has waived the right to receive communications.

  1. b) Admit the communication for processing.

The informant shall be notified of the admission for processing within the following five working days, unless the communication is anonymous or the informant has waived the right to receive communications.

  1. c) Immediately forward the information to the Public Prosecutor’s Office when the facts may be indicative of a crime or to the European Public Prosecutor’s Office in the event that the facts affect the financial interests of the European Union.
  2. d) Forward the communication to the authority, entity or organism considered competent for its processing.

 

5.3. Instruction.

  1. The investigation will include all those actions aimed at verifying the verisimilitude of the facts reported.
  2. It shall be ensured that the person(s) affected by the information has notice of it, as well as of the facts reported in a succinct manner. In addition, you will be informed of your right to submit written complaints and of the processing of your personal data. However, this information may be provided during the hearing if it is considered that its prior provision could facilitate the concealment, destruction or alteration of the evidence.

In no case will the identity of the informant be communicated to the subjects concerned, nor will access to the communication be given. During the investigation, notice of the communication will be given to the person under investigation with a brief account of the facts. This information may be provided at the hearing if it is considered that its prior provision could facilitate the concealment, destruction or alteration of the evidence.

  1. Without prejudice to the right to make written allegations, the investigation shall include, whenever possible, an interview with the person/s concerned in which, always with absolute respect for the presumption of innocence, he/she shall be invited to explain his/her version of the facts and to provide such evidence as he/she deems appropriate and pertinent.

In order to guarantee the affected person’s right of defense, he/she shall have access to the file without disclosing information that could identify the informant, and may be heard at any time, and shall be advised of the possibility of appearing with the assistance of a lawyer.

  1. The person in charge and all persons who, by order or mandate, carry out research activities shall be obliged to keep secret the information they learn in the course of such activities.

5.4 Termination of the proceedings.

  1. Once all the proceedings have been concluded, the person in charge will issue a report containing at least:
  2. a) A statement of the facts reported together with the identification code of the communication and the date of registration.
  3. b) The classification of the communication for the purpose of knowing its priority or not in its processing.
  4. c) The actions carried out in order to verify the verisimilitude of the facts.
  5. d) The conclusions reached in the investigation and the assessment of the proceedings and the evidence supporting them.
  6. Once the report has been issued, it shall adopt one of the following decisions:
  7. a) File closure, which will be notified to the informant and, if applicable, to the person concerned. In these cases, the informant shall be entitled to the protection provided for in this law, unless, as a result of the proceedings carried out in the investigation phase, it is concluded that the information, in view of the information gathered, should have been inadmissible due to the existence of any of the grounds for inadmissibility set forth in Article 18.2.a) of Law 2/2023.
  8. b) Referral to the Public Prosecutor’s Office if, in spite of not initially appreciating indications that the facts could be of a criminal nature, this should result from the course of the investigation. If the offence affects the financial interests of the European Union, it shall be referred to the European Public Prosecutor’s Office.
  9. c) Transfer of all the proceedings to the authority, entity or organism considered competent.
  10. d) Propose to Management the adoption of an agreement to initiate disciplinary proceedings.
  11. The term to complete the proceedings and provide a response to the informant, if applicable, may not exceed three months from the date the information is registered, except in cases of special complexity that require an extension of the term, in which case it may be extended up to a maximum of three additional months.

The person in charge, whatever the decision, shall inform the informant, unless he/she has renounced to do so or the communication is anonymous.

 

  1. CONFLICT OF INTEREST

The presentation of information that directly affects persons who may actively participate in the management and investigation of the same will be automatically excluded during the entire process of investigation and analysis until its resolution, in order to avoid any type of conflict of interest and incompatibility, and thus guarantee objectivity and independence in the actions and decisions.

The excluded members will be obliged to maintain the maximum confidentiality of the information, being prohibited the direct or indirect access to any information about the identity of the informant and the investigation process.

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