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Whistleblower policy

E.P. Netherlands B.V. & subsidiary company: PZEM Energy Company B.V.

English translation – Dutch text is leading

Whistleblower policy

General

This policy explains what you can do in case of concerns about wrongdoing related to compliance. We describe how the process works, but also what rights and obligations you have. The most important parts of the policy are briefly explained below.

What is wrongdoing related to compliance?

A wrongdoing can be divided into two categories, namely:

  • A breach of a European Union regulation or directive:

A breach is an act or omission that is unlawful or undermines the purpose and is detrimental to the public interest. This could include, for example:

  • financial services, products and markets, prevention of money laundering and terrorist financing;
  • protection of the environment;
  • consumer protection;
  • protection of privacy and personal data and security of network and information systems;
  • Social wrongdoing / malpractice:

Social wrongdoing / malpractice is when something is wrong at work that has serious consequences and is not related to an individual dispute. At least one of the following characteristics applies:

  • there is a violation of the law or a legal regulation;
  • there is -or there is a threat of- danger to public health;
  • there is -or there is a threat of- danger to the safety of persons;
  • there is -or there is a threat of- danger to the environment;
  • there is -or there is a threat of- danger to the proper functioning of the organization as a result of improper acts or omissions.

When can you report a wrongdoing?

• If you suspect a wrongdoing of social importance by the organization or an employee of the organization. A personal conflict in the workplace doesn’t qualify as a wrongdoing of social importance. Fraud or a violation of privacy, for example, is.

• lf the suspicion or the information you have is based on: things you have seen or heard yourself, or documentation that you have access to. It should not (only) be about “hearsay”; and 

• If you have (had) a relationship with EP NL through your work. For example, because you work for us or provide services or goods to us or because you apply for a job at our organization. In the policy we use the term ’employer’. But even if you are not or have not been employed by EP NL, but have had a working relationship with EP NL, you can report. Do you suspect that there is a wrongdoing, but you didn’t learn about it from a work-related context? Then you can’t report your concern.

Do you have doubts or do you want advice?

Do you doubt whether there is a wrongdoing? Or are you not sure if you want to report something or where to do it? Then you can obtain information and advice from an advisor or the external confidential advisor. You can also contact the House for Whistleblowers (www.huisvoorklokkenluiders.nl) anonymously for information and advice.

Who can you report to?

If you meet the aforementioned requirements, you can report the suspicion of wrongdoing internally within EP NL. This can also be done anonymously. The regulations state to which officials you can make the report (see article 3 Internal notification). You may also choose to submit an external report to an authority designated by the government (see article 8 External notification). Which authorities these are and how you do that is stated in the policy.

You can also report internally first and then make an external report. With internal reporting, the wrongdoing can be tackled most quickly and then EP NL can take immediate measures to stop the abuse if necessary.

In the event of a criminal offence, you are always obliged to file a report. This is separate from the notification.

What happens after the internal report?

After the notification, you will receiv

e a confirmation of receipt within seven days. Furthermore, EP NL decides whether the report can or should be investigated further. If the report is based only on hearsay information, EP NL will not investigate. Also, if the report is not about a social wrongdoing or a violation of EU law, EP NL will not start an investigation.

If EP NL decides to conduct research, it will be carried out by independent and impartial researchers. During the investigation, your identity remains protected, unless you give permission to disclose it. The identity of the person or persons that are reported or who are named as witnesses in the report also remains confidential. The information you provide is handled carefully. Only those involved in the report and the investigation can view this information

After the investigation has been completed, EP NL will inform you about its position regarding the report and about the steps that have been taken or will be taken. EP NL must do so no later than three months after the dispatch of the acknowledgement of receipt of the notification. Does the organization not do that on time? Then you can make an external report.

Do you disagree with EP NL’s position or the steps taken? Then you can indicate this. EP NL can then decide to conduct a new or an additional investigation. Does EP NL stand by its position and you disagree? Then you can decide to make an external report. For example, at the House for Whistleblowers. You can also seek advice on this in advance if you have any doubts.

What happens after an external notification?

After filing the report you will receive a confirmation of receipt within 7 working days. Within three months of receiving the report, if possible, you will receive an assessment and an explanation of any follow up actions.

Protection for persons reporting, their advisors and other data subjects

If you file a report according to this procedure, you will be protected against disadvantaging by EP NL. Your advisors or, for example, a family member who works for the organization are also protected against disadvantaging. There is a disadvantage if the EP NL takes measures that are detrimental to you because of the report. Think of dismissal, withholding salary, not continuing a supplier contract or not hiring.

If you think you are being harmed by having made the report, you can ask EP NL or the House for Whistleblowers (www.huisvoorklokkenluiders.nl) to investigate the way in which you are treated. In case of disadvantaging, you are entitled to legal assistance.

The protection against disadvantaging sometimes also applies if you make the suspicion of wrongdoing public. This means, for example, if you inform the press. But in the case of disclosure, the protection only applies if you meet certain requirements, namely:

  • you have made an internal and/or external report before the disclosure; and
  • you have reasonable grounds to believe that the investigation is not progressing sufficiently. You base yourself, for example, on the information you have received from EP NL or the organization where you filed the external report about the assessment or follow-up of the report; or
  • you have reasonable grounds to believe that the wrongdoing:
    • may be an imminent real danger to the public interest, or
    • that there is a risk of disadvantaging, or
    • that – if you were to report the wrongdoing – it is unlikely that the wrongdoing or infringement will be effectively remedied.

In these cases, prior internal or external notification is not a condition. However, the condition that you must have reasonable grounds to believe that the reported information is correct, still applies.

Whistleblower policy

Table of contents

Article 1              Definitions

Article 2              Information, advice and support for the person reporting

Article 3              Internal notification

Article 4              Handling of the internal report

Article 5              Carrying out the internal investigation

Article 6              Employer’s point of view

Article 7              Hearing and rebuttal with regard to the investigation report and the employer’s position

Article 8              External notification

Article 9              Confidentiality

Article 10            Protection of the reporting person, the person assisting the reporting person and third parties involved against disadvantaging

Article 11            Countering disadvantaging and investigating disadvantaging

Article 12            Reporting and evaluation

Article 13            Entry into force of the policy

Article 1 Definitions

For the purposes of this policy, the following definitions will apply:

  • Department of advice Huis voor Klokkenluiders:

The department of advice of the Huis voor Klokkenluiders, as referred to in article 3a, paragraph 2 of the Whistleblower Protection Act.

  • Department of investigaton of the Huis voor Klokkenluiders:

The department of investigation of the Huis voor Klokkenluiders, as referred to in article 3a, paragraph 3 of the Whistleblower Protection Act.

  • Involved third party:

A third party that is connected, in a work-related context, to a reporting person or a legal entity owned by the reporting person, for which the reporting person works or with which the reporting person otherwise has a work-related connection.

  • Competent authority:

An authority designated by law to receive and deal with reports of suspected wrongdoing.

  • The person who assists a reporter:
    A natural or legal person who advises a reporting person in the reporting process in a work-related context and whose advice is confidential;
  • Reporter:
    A natural person who, in the context of his or her work-related activities, reports or discloses a suspicion of wrongdoing;
  • Notification:
    Notification of a suspicion of wrongdoing;
  • Reporting channel:
    Organization and procedure with a competent authority for receiving and processing reports;
  • Wrongdoing:

a. a breach or threat of a breach of European Union law, or

b. an act or omission in which the public interest is at stake:

1°. a breach or risk of a breach of a statutory provision or of internal rules containing a specific obligation as established by an employer on the basis of a statutory provision, or

2°. a danger to public health, to the safety of persons, to the deterioration of the environment, or to the proper functioning of the public service or to an undertaking as a result of improper acts or omissions. The social interest is in any case at stake if the act or omission does not only affect personal interests and there is either a pattern or structural character or the act or omission is serious or extensive.

  • Investigators:
    the person or persons to whom the employer entrusts the investigation of the wrongdoing;
  • Directive:
    Directive (EU) 2019/1937 of the European Parliament and the Council of October 23, 2019 related to the protection of persons that report breaches of Union law.
  • Breach of European Union Law:
    An act or omission that is (a) unlawful and relates to Union acts and policy areas falling within the material scope referred to in Article 2 of the Directive, or (b) undermines the purpose or application of the rules contained in Union acts and policies falling within Article 2 of the material scope referred to in the Directive;
  • Suspicion of wrongdoing:
    The suspicion of a reporting person that there is a wrongdoing within the organization in which he/she works or has worked, or in another organization, that he/she has come into contact with as a result of his/her work, insofar as the suspicion is based on reasonable grounds, arising from the knowledge acquired by the reporting person from his/her employer or resulting from the knowledge acquired by the reporting person through his/her work with another company or organization;
  • Confidential advisor:
    The official appointed as such by the employer;
  • Work related context:
    Future, current or past work-related activities in the public or private sector which, whatever the nature of those activities, may enable individuals to obtain information about wrongdoings and where those persons may face prejudice as referred to in Article 17da, if they report such information;
  • Employer: EP Netherlands B.V. or subsidiary: PZEM Energy Company B.V. ;

Article 2 Information, advice and support for the person reporting

  • In the event of a suspicion of wrongdoing, a reporting person may:
    • consult an advisor in confidence;
    • consult the external confidential advisor as an advisor in confidence; and/or
    • consult the Whistleblower House Advisory Division in confidence.
  • The person assisting the reporting person or an affected third party may, in the event of a suspicion of wrongdoing and/or information about a breach of European Union law, consult the Advice Section of the Huis voor Klokkenluiders in confidence.

Article 3 Internal notification

  • An internal report can be filed by a person who is or was employed by the organization. An internal report can also be filed by an applicant and a person who is not or was not employed by the organization, but who has come into contact with the organization through his/her work.
    • It is preferable that the reporting person makes his/her report internally. However, article 8 of this policy also allows the reporter to report a suspicion of wrongdoing directly to a competent authority or the investigation department of the Huis voor Klokkenluiders.
    • A reporting person suspecting wrongdoing may report it to the following officials:
  • the direct or indirect manager;
  • the Human Resources department;
  • the external trust advisor;
    • The reporting person may make a report in the following way:
      • in writing;
      • verbally over the telephone or other voice messaging systems; or:
      • at his/her request within a reasonable time by means of a meeting at a location.
    • Verbal notification shall be recorded by:
      • a recording of the call in a durable and retrievable form. This requires the prior consent of the reporting person; or:
      • a complete and accurate written record of the conversation, giving the reporter the opportunity to check, correct and sign for agreement.
    • The officer referred to under paragraph 3 of this article shall forward the report to the employer in consultation with the reporting person.
    • The employer shall send the reporting person an acknowledgement of receipt of the report within seven days of receipt of a report. The acknowledgement of receipt shall contain at least a business description of the report, the date it was received and a copy of the report.
    • If there is a criminal offence, the reporting person must report it to the authorities. Even if a report has been made.

Article 4 Handling of the internal report

  • The employer shall record a report of suspected wrongdoing upon receipt in a register, set up for that purpose. If the reported abuse relates to a violation of European Union law, the employer will state this.
    • The data of the report in the register shall be destroyed as soon as the data is no longer necessary to retain. As long as an investigation into a report is ongoing or a report has subsequently been made to a competent authority or a complaint or legal procedure is ongoing, the data of a report in a registration will in any case be retained.
    • The employer shall investigate the suspected wrongdoing immediately after the report, unless:

a. the presumption is not based on reasonable grounds; or:

  • it is clear in advance that the report does not relate to a suspicion of wrongdoing.
    • The employer shall entrust the investigation to researchers who are independent and impartial.
    • The employer shall inform the reporting person in writing that an investigation has been initiated and by whom the investigation is being carried out. He does this immediately after the investigation has been initiated.
    • If the employer decides not to investigate, he shall inform the reporting person in writing within two weeks of the report. In doing so, he explains why no investigation is being carried out.
    • The employer shall assess whether the Huis voor Klokkenluiders’ Investigation Department or a competent authority should be informed of the report of a suspicion of wrongdoing. If the employer notifies the Huis voor Klokkenluiders’ Investigation Department or a competent authority, it shall send a copy to the reporting person, unless it adversely affects the investigation or enforcement.
    • The employer shall inform the persons, to whom a report relates, of the report, unless this harms the investigation or the enforcement.

Article 5 Carrying out the internal investigation

  • The investigators shall give the reporting person the opportunity to be heard. The investigators shall provide a report and submit it to the reporting person for approval and signature. The reporting person receives the established report.
    • The researchers can also hear others. The investigators shall draw up a report and submit it to the person heard for approval and signature. The person who has been heard receives the established report.
    • The investigators may inspect and request within EP NL all documents that they reasonably consider necessary for conducting the investigation.
    • Reporting persons may provide investigators with any document they reasonably consider necessary for investigators to become aware of in the course of the investigation.
    • The investigators shall draw up a draft investigation report and give the reporting person the opportunity to comment on it, unless there are serious objections. The reporter is obliged to maintain the confidentiality of the draft report.
    • The investigators shall then adopt the investigation report. They will send a copy to the employer and the reporter, unless there are serious objections to doing this.

Article 6 Employer’s point of view

  • The employer will inform the reporting person in writing, at the latest within three months of the dispatch of the acknowledgement of receipt of the report, of the position with regard to the reported suspicion of wrongdoing and the follow-up to which the report, and, where appropriate, the internal investigation have led.
    • If it is clear that the employer is unable to give an opinion within three months of the dispatch of the acknowledgement of receipt of the report, he shall inform the reporting person in writing. In addition, the employer provides feedback on the steps that have already been taken and the procedure that the reporter can expect.
    • Upon completion of the internal investigation, the employer shall assess whether the Huis voor Klokkenluiders Department or a competent authority should be informed of the report, of the investigation report and/or of the employer’s position. If the employer notifies the Huis voor Klokkenluiders Investigation Department or a competent authority, it shall send a copy to the reporting person.
    • The employer shall inform the persons to whom the report relates in the same way as the reporting person, unless this adversely affects the investigative interest or the enforcement interest.

Article 7 Hearing and rebuttal with regard to the investigation report and the employer’s position

  • The employer shall give the reporting person the opportunity to respond to the investigation report and the employer’s point of view.
    • If, in response to the investigation report or the employer’s position, the reporter substantiates that:
  • the suspicion of wrongdoing has not been actually or properly investigated; or:
  • in the investigation report or the employer’s position there are material inaccuracies, the employer responds to this and, if necessary, initiates a new or additional investigation. The same rules apply to this new or supplementary investigation as to the first study.
    • Where the employer informs or has informed the Huis voor Klokkenluiders Investigation Division or a competent authority about the investigation report and/or its position on the report, it shall also send the reporting person’s response referred to in paragraphs 1 and 2 to that organization. The reporter will receive a copy of this.

Article 8 External notification

  • The reporting person is not obliged to first report a suspicion of wrongdoing internally. He/she can also make an external report of this directly. Furthermore, the reporter can also opt for an external report if he/she:
  • does not agree with the employer’s position or considers that the report has been wrongly dismissed or has not been adequately investigated; or
  • has not received an opinion on his/her internal report within three months of the dispatch of the acknowledgement of receipt of his report.
    • External reports may be made to a competent authority. Competent authorities are in any case:
    • the Huis voor Klokkenluiders (www.huisvoorklokkenluiders.nl);
  • the Autoriteit Consument en Markt (ACM) (www.acm.nl);
  • the Autoriteit Financiële Markten (AFM) (www.afm.nl);
  • the Autoriteit Persoonsgegevens (AP) (www.autoriteitpersoonsgegevens.nl);
  • the Nederlandsche Bank N.V. (DNB) (www.dnb.nl);
  • the Inspectie gezondheidszorg en jeugd (IGJ) (www.igj.nl);
  • the Nederlandse Zorgautoriteit (NZa) (www.nza.nl);
  • the Autoriteit Nucleaire Veiligheid en Stralingsbescherming (ANVS) (www.autoriteitnvs.nl);
  • organisations designated by general administrative order or ministerial regulation; and
  • administrative bodies, or parts thereof, having tasks or powers in one of the areas referred to in Article 2(1) of the Directive. The procedures for making an external report are explained on the websites of the competent authorities.
    • The reporting person may make a report in the following way:
    • in writing;
    • verbally over the telephone or other voice messaging systems, or
    • at his/her request within a reasonable period of time by means of an interview at a location.
    • A verbal report shall be recorded by:
    • making a call recording in a durable and retrievable form. This requires the prior consent of the reporting person; or
    • a complete and accurate written record of the conversation, giving the reporter the opportunity to check, correct and sign for agreement.
    • If necessary, the reporting person may obtain information from the Advice Division of the Huis voor Klokkenluiders on the making of an external report and the choice of competent authority.

Article 9 Confidentiality

  • Everyone involved in reporting or investigating suspected wrongdoing shall be subject to confidentiality. That obligation of confidentiality applies to data of which data subjects know it to be confidential or which they should reasonably suspect to be confidential. The obligation of confidentiality does not apply if communication is required on the basis of a statutory regulation. Confidential in any case::
    • data on the identity of the reporting person;
    • details of the person about whom the report is made or with whom that person is associated;
    • data of third parties mentioned in the notification;
    • all information that can be traced back to the data mentioned above under a, b and c; and:
    • trade secrets within the meaning of Article 1 of the Trade Secrets Protection Act.
    • The employer shall ensure that the information on the report and the investigation is kept in such a way that it is physically and digitally accessible only to those involved in the handling of the report and the investigation.
    • The identity of the reporting person and the information enabling the identity of the reporting person to be identified, directly or indirectly, shall not be disclosed without the written consent of the reporting person.
    • If the reporting person has not given permission to disclose his or her identity, all correspondence relating to the report shall be sent to the officer to whom the reporting person has made his/her report or to the person assisting the reporting person. This person forwards this correspondence directly to the reporter.
    • Where disclosure of the identity of the reporting person is required by any legal requirement in the context of an investigation by a competent authority or judicial proceedings, the reporting person shall be informed in advance with written reasons. Unless disclosure could jeopardize the investigation or legal proceedings.
    • The identity of the adviser of the reporting person or of the person assisting him or her and of third parties concerned shall also be confidential. It shall not be disclosed without the express written consent of the reporting person or the adviser or the person assisting the reporting person or the third parties concerned.

Article 10 Protection of the reporting person, the person assisting the reporting person and third parties involved against disadvantaging

  • The employer shall ensure that the reporting person is not adversely affected in any way by the report in the course of his/her work.
    • The reporting person shall not be disadvantaged during and after the handling of a report of suspected wrongdoing, provided that he/she has duly made the report and has reasonable grounds to believe that the information reported on the suspicion of wrongdoing at the time of the report is accurate.
    • The reporting person shall not be disadvantaged during and after publication of a suspicion of wrongdoing, provided that:
    • he/she has reasonable grounds to believe that the information reported about the suspicion of wrongdoing at the time of disclosure is accurate; and
    • he/she has made an internal and external report prior to the disclosure or has directly made an external report as referred to in these regulations, and on the basis of the information received about the assessment and/or follow-up of the report, he/she has reasonable grounds to believe that the investigation is not progressing sufficiently; or
    • there are reasonable grounds to assume that:
      • the wrongdoing may be an imminent or real danger to the public interest; or:
      • there is a risk of disadvantaging if notified to a competent authority or other competent authority; or:
      • the wrongdoing is unlikely to be effectively remedied.
    • In any event, disadvantaging means taking a measure detrimental to the reporting person, such as:

a.     dismissal or suspension;

b.     a fine as referred to in article 7:650 BW;

c.      demotion;

d.     withholding promotion;

e.     a negative review;

f.       a written reprimand;

g.     a transfer to another department / organization;

h.     discrimination;

i.       intimidation, harassment, bullying or exclusion;

j.       libel or slander;

k.      premature termination of an agreement for the supply of goods or services, and

l.       revocation of a permit.

  • Disadvantaging also includes a threat and an attempt at disadvantaging.
    • If the employer takes a measure that is detrimental to the reporter after making a report, the employer shall explain why he considers this measure necessary. He also explains why this measure is not related to the report.
    • The employer speaks to persons who are guilty of disadvantaging the reporter and can impose a warning, a disciplinary measure or a sanction.
    • What is determined in this article also applies to the person who assists the reporter and to a third party involved.

Article 11 Countering disadvantaging and investigating disadvantaging

  • The officer to whom the reporting person has made his/her report shall, together with the reporting person, discuss the risks of disadvantaging. This officer also discusses how these risks can be reduced and what the reporter can do if he/she considers that there is a disadvantage.
    • If the reporting person considers that there has actually been a disadvantage, he/she may:
    • discuss that with the official to whom he/she has made his report. The officer and the reporter discuss what measures can be taken to prevent disadvantaging. The officer shall make a report of this meeting and, after approval by the reporting person, send it to the employer; and/or:
    • request the employer to investigate the way in which he/she is treated; and/or:
    • seek advice on this from the Advisory Division of the Huis voor Klokkenluiders; and/or:
    • request an investigation from the Huis voor Klokkenluiders Investigation Division.
    • The reporting person, the person assisting him or her or a third party concerned shall be entitled to legal assistance where he or she is disadvantaged as a result of the report and fulfils the conditions for doing so. This applies both during and after the handling of the report to the employer or a competent authority. The costs of legal assistance shall be borne by the person seeking justice.
    • The provisions of this Article shall also apply to the person assisting the reporting person and to a third party concerned.

Article 12 Reporting and evaluation

  • The employer shall draw up an annual report on the implementation of this policy. In any case, this report contains:
    • information on the policy pursued in the past year regarding the reporting of suspected abuses and any potential policy changes to be implemented in this area in the coming year;
    • information on the number of reports and an indication of the nature of the reports, the results of the investigations and the views of the employer;
    • general information on any experience in preventing the detriment of the reporting person; and
    • information on the number of requests for investigation of disadvantages in connection with the making of a report, an indication of the results of the investigations and the views of the employer.
    •  The employer sends the report to the works council for discussion.

Artikel 13 Entry into force

This regulation will enter into force on 1 December 2023.