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Vistra

Whistleblower

Internal procedure for the reporting of allegations and suspicion of misconduct.

Article 1: Definition of terms

Within the context of the Whistleblower procedure the terms listed below are defined as indicated:

  1. Management board: the management board of De Bruijn en Co BV as described in the articles of association.
  2. Informant: a person who provides services for De Bruijn en Co BV as an employee or otherwise, who reports an allegation or suspicion of misconduct in accordance with this Whistleblower procedure.
  3. Investigation team: a team of people charged with investigating a reported allegation or suspicion of misconduct as described in article 3 and article 5.
  4. Deputy counsellor: Accounting Consultant Mr. W.M. Krook, appointed by the management board to serve as Deputy Counsellor.
  5. Advisor: an internal or external professional, such as a (trade union) lawyer or a company doctor, who is obliged to maintain client or patient confidentiality.
  6. Counsellor: Accounting Consultant Mr. G. Slijkhuis, appointed by the management board to serve as Counsellor.

Article 2: The scope of this procedure

  1. This procedure has been set up to deal with reported allegations or suspicions of irregularities within De Bruijn en Co BV, which include the violation of internal codes of conduct or decency and irregulatities of a general, operational or financial nature.
  2. This procedure has been set up to deal with reasonably founded suspicions of misconduct involving De Bruijn en Co BV that constitute:
  3. A (prospective) offence;
  4. A (prospective) violation of legislation and regulations;
  5. A (prospective) deliberate supplying of false information to the management board, the Compliance Offer, government agencies, professional organisations or judicial authorities, and/or;
  6. The (prospective) destruction or manipulation of information about the aforementioned facts.
  7. This procedure applies within all of the entities and branches of De Bruijn en Co BV.

Article 3: Procedure

  1. An informant reports an allegation or suspicion of misconduct to the counsellor. The informant may choose to be represented by an advisor.
  2. The counsellor will draw up a written and dated report of the reported allegation or suspicion and will ask the informant to sign the report as correct. If the informant is represented by an advisor, the advisor will be presented with a copy of the report at the same time.
  3. The counsellor will notify the management board of the reported allegation or suspicion of misconduct and the date on which the allegation or suspicion was reported without delay.
  4. The counsellor will immediately appoint an investigation team to examine the facts and the validity of the allegation or suspicion. The investigation team may simply consist of the counsellor.
  5. Having examined the facts, the investigation team will draw up a report of its findings and present the report to the management board to take action.
  6. If the report concludes that the allegation or suspicion of misconduct is justified, the counsellor may take action or advise the management board to take action. The counsellor may take action or advise the management board to take action. The counsellor will notify the informant of the view adopted by the counsellor and the steps that have been or will be taken in light of the reported allegation or suspicion.

Article 4: Specified periods

  1. The report of the allegation or suspicion must be drawn up, sent to the informant to be signed as correct and brought to the attention of the management board within three working days of the date on which the report is signed.
  2. The investigation team must complete its investigation and draw up a report of its findings within six weeks of the date on which the report is signed.
  3. The counsellor must notify the informant of the view adopted by the counsellor and the steps that have been taken in light of the reported allegation or suspicion within eight weeks of date on which the report is signed.
  4. In the event that the counsellor is unable to notify the informant of the view adopted by the counsellor within the period specified in the previous clause, the counsellor will notify the informant to this effect in writing, giving reasons for the delay and indicating when the informant will be notified of the view adopted by the counsellor.

Article 5: The role of the deputy counsellor

  1. The informant can report an allegation or suspicion of misconduct to the deputy counsellor, if:
  2. The informant does not agree with the view adopted y the counsellor, conveyed to the informant in accordance with in article 3 clause 6.
  3. The informant has not been informed of the view adopted by the counsellor within the period specified in article 4, clause 3.
  4. The period specified in article 4 clause 4 is unreasonably long.
  5. The allegation or suspicion of misconduct implicates the counsellor.
  6. The informant has good reason to believe that the counsellor is violating this procedure.
  7. The counsellor is absent for a prolonged period.
  8. The deputy counsellor will send the informant written confirmation of receipt of the communication from the informant and will immediately appoint an investigation team to examine the facts and the validity of the allegation or suspicion. The investigation team may consist of a single person.

Article 6: Confidentiality

  1. The informant, the counsellor, the deputy counsellor, the management board and the members of the investigation team are obliged to keep the reported allegation or suspicion, the investigation, the report of findings and the view adopted in light of the report confidential.
  2. The obligation to maintain confidentiality referred to in the previous clause ceases to apply if disclosure is required by law, an official order or a court ruling.

Article 7: Anonymity

  1. De Bruijn en Co BV offers informants the option of reporting an allegation or suspicion of misconduct anonymously via the counsellor, with or without the assistance of an advisor. The advisor may notify the counsellor of the allegation or suspicion of misconduct on behalf of the informant.
  2. The identity of the informant will be kept anonymous. If the counsellor is aware of the informant’s identity, the counsellor may only reveal the informant’s identity if ordered to do so by a judicial authority.
  3. The informant’s identity will be withheld from the deputy counsellor, the management board and the investigation team. Confirmation of receipt of the communication from the informant, notification of the period within which the informant will receive a reply and notification of the point of view adopted by the director and the management board will be sent to the counsellor. If the counsellor is aware of the informant’s identity, the counsellor will forward these documents to the advisor.
  4. In the event that the deputy counsellor is acting in place of the counsellor due to the prolonged absence of the latter, for the purpose of the application of the provisions of this article the deputy counsellor will act as the counsellor.

Article 8: Legal protection

  1. De Bruijn en Co BV guarantees that an informant who acts in good faith and reports an allegation or suspicion of misconduct in accordance with this procedure will not experience any disadvantage in their position as a result of reporting the allegation or suspicion.
  2. De Bruijn en Co BV guarantees that an advisor in its employment will not experience any disadvantage in their position as a result of acting as an advisor within the context of this procedure.
  3. De Bruijn en Co BV will take disciplinary action against or will impose employment sanctions on anyone responsible for actions that put the informant or the advisor at a disadvantage in their position despite the guarantee given in clauses 1 and 2 of this article.
  4. The provisions set out in clauses 1 to 3 of this article do not apply if it can be proved that the informant or the advisor deliberately reported an unfounded allegation or a suspicion.

Article 9: Report

  1. The counsellor will draw up a report of all of the allegations or suspicions of misconduct reported during the previous year and the view adopted in light of the ensuing investigation and will present the report to the management board.
  2. The report referred to in the previous clause will be drawn up in such a way that the reported allegations or suspicions cannot be traced to the informant.
  3. Once the management board has approved the report, the counsellor will send the report to the compliance officer to ensure compliance with any obligation to notify the regulatory authorities.

Article 10: Entry into effect an publication

  1. This procedure was approved by the management board on [date] and entered into effect on 1 July 2008.
  2. This procedure is published on the website of De Bruijn en Co BV. A copy of this procedure is also handed to every employee who joins the company.