VIBIA
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Vibia is a global lighting brand
Our aim is to improve people's lives by creating unique atmospheres that promote wellbeing, combining design, technology and light to transform the spaces where we live.
Internal channel Internal channel of information implemented by the company within the Internal Information System
Communication Any action or omission that could constitute an infringement of European Union law or that could constitute a serious or very serious criminal or administrative offence.
The company Vibia Lighting, S.L.U.
Informant Person who submits a communication through the company's internal channel, and who complies with the material and personal scope of application of the Internal Reporting System
Law 2/2023 Law 2/2023, of February 20th, regulating the protection of persons who report regulatory infringements and the fight against corruption (BOE no. 44, of February 21st, 2023)
Policies Internal Information System Policies
Procedure Procedure for the management of information received approved by the company.
System Manager The person responsible for the Internal Information System designated by the management body or governing body of the company.
System Internal Information System
These Policies are established in compliance with Law 2/2023, which transposes into Spanish law Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23rd, 2019, on the protection of persons who report breaches of Union law.
The company, in compliance with Law 2/2023, establishes the Policies with the general principles of the System, so that the people who make up the organisation, or those natural third parties who provide services or supply goods to the company, as well as those other natural persons who are related in the ordinary traffic of the company, and who know or suspect a regulatory breach, can report it internally by identifying themselves or anonymously.
Specifically, the purpose of the Policies is to establish the general principles of the company's Internal Reporting System; the rights of the Whistleblower and of the persons affected by the Communication; the establishment of the Internal Reporting Channel; as well as the designation of the person in charge of the Internal Reporting System.
The Policies are developed and complemented by the Company Procedure.
The System grants protection to persons who report:
Actions or omissions that may constitute breaches of European Union law, under the terms indicated in Article 2.1.a of Law 2/2023; and/or
Actions or omissions that may constitute a serious or very serious criminal or administrative offence. In any case, this shall include all serious or very serious criminal or administrative offences that involve financial loss for the Public Treasury and for the Social Security.
Personal scope of application
The System applies to:
Persons who work for the company as employees or self-employed persons, or who have worked for the company in the past;
Persons who are members of the management body or governing body of the company, including non-executive members; and
Persons working for or under the supervision and direction of contractors, subcontractors, and suppliers of the company.
Additionally, it applies to:
Volunteers;
Trainees;
Workers undergoing training, whether or not they receive remuneration; and
Persons whose employment relationship has not yet commenced in cases where information on infringements has been obtained during the recruitment process or pre-contractual negotiation with the company.
Any action within the System shall be guided by the following principles:
Good faith on the part of the Reporting Person.
Confidentiality and preservation of the Informant's identity.
Independence and professionalism in management.
Establishment of measures to support and protect the Informant.
Prohibition of reprisals, including threats and attempts.
Respect for the presumption of innocence and the honour of the persons concerned.
Secrecy of communications.
INTERNAL INFORMATION CHANNEL
This form will also allow the Reporting Person to request a meeting with the company within a maximum period of seven days in order to submit a Communication in person.
The Internal Channel will be channelled through a platform provided by Whistleblower Software as the company's external provider, which allows for the receipt and handling of communications with the due legal guarantees of confidentiality, security and the option of anonymity required by Law 2/2023.
EXTERNAL INFORMATION CHANNEL
Without prejudice to the fact that the Company's System should preferably be used to channel the information, the Whistleblower may choose the channel to follow, whether internal or external, depending on the circumstances and the risks of retaliation that he/she considers.
If he/she chooses the external channel, the Whistleblower may make the Disclosure to the Independent Whistleblower Protection Authority, to the corresponding regional authorities or bodies, or to the institutions, or agencies of the European Union.
PROHIBITION OF RETALIATION AND PROTECTIVE MEASURES
Whistleblower protection rights
The Informant shall be entitled to protection provided that:
There are reasonable grounds to believe that the information is true at the time of communication or disclosure, even without conclusive evidence, and that the information is within the material scope of the Scheme and of Law 2/2023; and
That the communication or disclosure has been made in accordance with the requirements set out in the Procedure and in Law 2/2023.
The right of protection shall extend to a Reporting Person who has reported anonymously but has subsequently been identified.
Exclusion of the Whistleblower's right to protection
The aforementioned right of protection is excluded in case the person communicates or discloses:
Information contained in disclosures that have been inadmissible by the Internal Channel;
Information relating to claims of interpersonal conflicts or affecting only the Reporting Person and the persons to whom the communication or disclosure relates;
Information which is already fully available to the public or which constitutes mere hearsay; and
Information that relates to acts or omissions that do not fall within the material scope of the Scheme and/or Law 2/2023.
Measures in support of the Informant
The company will provide the Informant with the following support measures:
Comprehensive and independent information and advice, easily accessible and free of charge, on:
The company's procedures and available resources;
Protection against retaliation; and
The rights of the person concerned.
Effective assistance from competent authorities to any relevant authority involved in their protection against retaliation, including certification that they are eligible for protection under Law 2/2023.
Legal assistance in criminal proceedings and in cross-border civil proceedings in accordance with Community law.
The Company expressly prohibits any conduct or act of retaliation against the Reporting Person, including both threats and attempts.
Retaliation is defined as any act or omission that is prohibited by law, or that directly or indirectly involves unfavourable treatment that places the individual at a particular disadvantage compared to another individual in the employment or professional context, solely because of his or her status as a Whistleblower, or because he or she has made a public disclosure.
By way of example and without limitation, retaliation shall be deemed to be any of the following forms of retaliation:
Suspension of the employment contract, dismissal or termination of the employment relationship, including non-renewal or early termination of a temporary employment contract after the probationary period, or early termination or cancellation of contracts for goods or services, imposition of any disciplinary measure, demotion or denial of promotion and any other substantial modification of working conditions and failure to convert a temporary employment contract into a permanent one, where the employee had legitimate expectations that he/she would be offered a permanent job; unless these measures are carried out in the regular exercise of managerial authority under the relevant labour legislation, due to circumstances, facts or proven breaches, and unrelated to the submission of the notice.
Damage, including reputational damage or financial loss, coercion, intimidation, harassment, or ostracism.
Negative evaluation or references regarding job or professional performance.
Blacklisting or dissemination of information in a particular sectoral area, which hinders or prevents access to employment or the contracting of works or services.
Refusal or cancellation of a licence or permit.
Refusal of training.
Discrimination, unfavourable or unfair treatment.
The period of protection of the Whistleblower against retaliatory conduct or acts shall be extended for up to two years following the completion of the investigations conducted following receipt of the Communication. This period may be extended on an exceptional and justified basis by the Independent Authority for the Protection of Whistleblowers, after hearing the persons or bodies that may be affected.
Measures to protect the Whistleblower against reprisals
The following measures shall be deemed to protect the Reporting Person from retaliation:
A Reporting Person shall not be deemed to have violated any restriction on disclosure of information provided that the Reporting Person had reasonable grounds to believe that the communication or public disclosure of such information was necessary to disclose an act or omission under the System and Act 2/2023. This measure shall not affect criminal liability and shall extend to the disclosure of information made by the legal representative of the employees.
Shall not incur liability in respect of the acquisition of or access to information that is publicly communicated or disclosed, provided that such acquisition or access does not constitute a criminal offence.
Shall enjoy protection before a court or other authority by placing the burden of proof that the measure was based on duly justified grounds not linked to the public communication or disclosure on the person who exercised it.
Shall be protected from liability of any kind arising from communications in the following legal proceedings:
Defamation;
Copyright infringement;
Breach of secrecy;
Infringement of data protection rules;
Disclosure of trade secrets; and/or
Claims for compensation based on labour law.
In addition, the above-mentioned provisions shall also apply to:
Natural persons:
Who, within the organisational framework of the company, assist the Reporting Person during the Proceeding; or
Who have some kind of relationship with the Reporting Person. By way of example, family members, partners, etc.
Legal persons with whom he/she has any kind of employment relationship or in which he/she holds a relevant shareholding.
Protection and guarantees for the persons concerned
During the processing of a Communication, the persons affected by it shall have the right to enjoy the following prerogatives:
Right to the presumption of innocence;
Right of defence;
The right of access to the file without disclosing information that could identify the Informant; and
The right to the same protection established for informants, preserving their identity, and guaranteeing the confidentiality of the facts and data of the proceedings.
INTERNAL INFORMATION SYSTEM MANAGER
The management body or governing body of the company has appointed Irene Cerdeira Carreiro as System Manager, who provides adequate guarantees in relation to all the principles governing the System and Law 2/2023.
Once appointed, the System Manager may be removed or dismissed.
The appointment, removal or dismissal shall be communicated by the company to the Independent Authority for Whistleblower Protection within 10 working days. In the event of dismissal, the company shall give reasons for the dismissal.
In the exercise of her/his functions, the System Manager shall be independent and autonomous with respect to the rest of the company's bodies and departments, so that she/he shall not receive instructions of any kind in the exercise thereof, and the necessary personal and material resources shall be made available to her/him.
PUBLIC DISCLOSURE OF INFORMATION
Public disclosure of information, understood as the making available to the public of information falling within the material scope of application of the System and of Law 2/2023, shall also entail the recognition of whistleblower protection, provided that:
Has made the communication first through internal or external channels, or directly through external channels, without appropriate action having been taken within the prescribed timeframe; and has reasonable grounds to believe that
The breach may constitute an imminent or manifest danger to the public interest, in particular where there is an emergency situation; and/or there is a risk of irreversible damage, including a danger to the physical integrity of a person.
PROCESSING AND PROTECTION OF PERSONAL DATA
It is imperative to provide the Reporting Person with detailed information on how his or her personal data are processed within the context of the System.
Access to personal data contained in the System is limited, within the scope of their powers and functions, exclusively to:
The System Manager and those who directly manage the system.
The Head of Human Resources or the duly designated competent body, only when disciplinary action against an employee may be appropriate.
The person in charge of the company's legal services.
The persons in charge of processing that may be appointed.
The data protection officer.
However, the processing of the data by other persons, or even their communication to third parties, will be lawful, provided that it concerns some of the cases expressly provided for by Law 2/2023.
Personal data will be deleted immediately, without being recorded or processed, in the following cases:
Fall within the special categories of data;
Are not necessary for the purposes of knowledge and investigation of the Communication; and/or
May have been communicated and relate to conduct that does not fall within the material scope of the System.
SANCTIONING REGIME
Without prejudice to the disciplinary powers that correspond to the company within its internal sphere, the exercise of the sanctioning powers provided for in Law 2/2023 corresponds to the Independent Whistleblower Protection Authority and to the competent bodies of the autonomous communities (in Catalonia, the Anti-Fraud Office of Catalonia).
Natural and legal persons who carry out any of the actions described as infringements in Law 2/2023 are subject to this sanctioning regime.
Infringements may be classified as very serious, serious, or minor, and will carry the corresponding penalties provided for in Law 2/2023.
ENTRY INTO FORCE
The Policies came into force on November 30th, 2023, and will remain in full force and effect until such time as they are modified, which will be duly communicated for the appropriate purposes.