POLICY WHISTLEBLOWING POLICY COSMOTE GROUP INTERNAL AUDIT DEPARTMENT

Transcription

1 POLICY Title: Process Group: Process Owner: WHISTLEBLOWING POLICY ENTERPRISE RISK MANAGEMENT COSMOTE GROUP INTERNAL AUDIT DEPARTMENT Effective Date: 01/07/2009 Summary: The Whistleblowing policy is designed to deal with concerns raised in relation to specific issues, which are in the public interest, as set out hereunder, but fall outside OTE Group s policies and procedures. POSITION SIGNATURE Created by: - Reviewed by: - Approved by: Approved by the Board of Directors of COSMOTE at its meeting No 301 held on June This policy has been acknowledged by the Internal Audit Department: Version: 2 Page 1 of 7

2 DOCUMENT HISTORY LOG Version Date Description of Changes /12/2006 Document creation & approval /07/2009 Harmonization with OTE Group Whistleblowing Policy Version: 2 Page 2 of 7

3 Contents 1) Scope ) Area of Application ) Access Rights ) Description ) Communication Channels ) Roles and Responsibilities ) Safeguards ) Confidentiality ) Anonymous Allegations ) Protection ) Record Keeping ) Miscellaneous ) Communication and awareness ) Review of effectiveness ) Final provisions... 7 Version: 2 Page 3 of 7

4 1) Scope OTE Group is committed to the highest standard of openness, probity and accountability. The Whistleblowing policy is intended to assist individuals (permanent or part-time employees, contractors, suppliers, customers, other members of the public) who believe they have discovered malpractice or impropriety. It is not designed to question financial or business decisions taken by OTE group companies nor should it be used to reconsider any matters which have already been addressed under harassment, complaint, disciplinary or other procedures. Once the Whistleblowing policy is in place, it is reasonable to expect staff (including third parties) to use it rather than air their complaints outside the OTE Group. The Whistleblowing policy aims to: Encourage employees and third parties to feel confident in raising serious concerns and to question and act upon their concerns; Provide ways for employees and third parties to raise those concerns and get feedback on any action taken as a result; Ensure that employees and third parties get a response to their concerns and that they are aware of how to pursue them if they know what to do if they are not satisfied with any actions; Reassure employees and third parties that if they raise any concerns in good faith and reasonably believe them to be true, they will be protected from possible reprisals or victimization. This policy does not apply to personal grievances concerning an individual s terms of employment or other aspects of the working relationship, or disciplinary matters. This policy deals with specific concerns, which are in the public interest and may include infringement of OTE Group / Company policies, procedures or applicable laws. Such concerns could refer to, but not extensively, the following: incompliance with Code of Conduct, policies and procedures, Sarbanes-Oxley and financial statements matters, employee relations, abuses, discrimination, corruption, theft, money laundering, any misconduct which could harm the reputation of the company, or any attempts to conceal all of the above. Should the above mentioned actions be the subject of any legal procedure provided by the national legislation (e.g. disciplinary procedure), the Compliance Office will immediately send the complaint to the competent body to investigate it and to decide the appropriate legal measures. 2) Area of Application This Policy applies to all companies and subsidiaries within the OTE Group. 3) Access Rights Access to the document is public. Version: 2 Page 4 of 7

5 4) Description 4.1) Communication Channels OTE group has set up different channels which may be used by employees and third parties to address a complaint in accordance with the scope of this policy, as follows: Internet dedicated portal available in OTE, COSMOTE and ROMTELECOM; Hotline (free telephone number) where callers may disclose their concerns. Callers may remain anonymous, however they are encouraged to provide their names and contact details, especially if further investigation is required; addresses; Fax; Mail addresses; The complaints will be centralized at the Compliance Office for Tier 1 Companies (COSMOTE, ROMTELECOM and OTE). If a complaint is made outside the channels mentioned above, at a subsidiary of a Tier 1 company (i.e. at a Tier 2 or Tier 3 company under that Tier 1 company), the complaint will be received by the Compliance Representative at that Tier 2 or Tier 3 company and forwarded to the Compliance Office at the corresponding Tier 1 company. The Compliance Representative is responsible for forwarding complaints to the corresponding Compliance Office in Tier ) Roles and Responsibilities Employees: o To be aware of this policy and relevant procedures. o To disclose whether they have a direct personal interest in the matter when making a complaint. Managers: o To make their staff aware of this policy and relevant procedures. o To encourage a positive, open working culture for employees such that they believe they can easily express their concerns. o To implement measures determined by the Compliance Committee following investigations. Compliance Representative at OTE, COSMOTE and ROMTELECOM subsidiaries: o To receive complaints from employees and third parties. o To forward complaints to their corresponding Compliance Office in Tier 1 (COSMOTE, ROMTELECOM and OTE). o To process minor cases according to the requirements of the Compliance Office. Compliance Officer: o To report the results of investigations performed according to whistleblowing procedures. o To review whistleblowing procedures. Compliance Office: Version: 2 Page 5 of 7

6 o To receive and centralize complaints. o To perform classification and check plausibility of complaints.. o To propose the Investigation Unit responsible for investigation. o To monitors and report to Compliance Committee on whistleblowing activity. Compliance Committee: o To supervise the implementation of Whistleblowing Policy. o To decide on the investigation to be conducted (i.e. steps, investigating unit, timeline, etc). o After receiving the results of investigation, to decide on the measures to be implemented. o To monitor the implementation of measures. Investigation units: o To perform investigations. o To prepare status reports and final reports for Compliance Committee. Audit Committee: o To consider results of investigation of particularly serious whistleblowing complaints. 4.3) Safeguards 4.3.1) Confidentiality All disclosures are treated in a confidential and sensitive manner. In raising a concern about wrongdoing, individuals may assume that only those employees who investigate the complaint will know their identity. The identity of the individuals making an allegation may be kept confidential as long as it does not hinder or frustrate any investigation. However, whistleblower s identity will need to be revealed if there is a legal obligation to do so. If there is a need to reveal the identity of the individual making a complaint, this will be discussed with him/her first. Under no circumstances will the individual s identity be revealed, besides the above mentioned case, without his/her knowledge ) Anonymous Allegations Anonymous allegations are less credible, but they may be considered at the discretion of the company. In exercising this discretion the factors which will be taken into account will include: The seriousness of the issue raised. The credibility of the concern. The likelihood of confirming the allegation from independent and reliable sources ) Protection The policy is designed to offer protection to employees who are reporting specific concerns: In good faith. In the reasonable belief that there is a case of malpractice or impropriety and as long as the disclosure is made to an appropriate person. Version: 2 Page 6 of 7

7 Legal actions could be taken against anyone deliberately raising false and malicious allegations. It is important to note that no one can disclose concerns outside the Company. Any notification to the public of the fraud cases suspected will take place only following prior agreement by the Legal department 4.4) Record Keeping A system for documenting whistleblowing hints in a centralized database will be established at the Compliance Offices, and the following details will be retained: Number, subject, category, originator of complaint. Information regarding the actions which have been taken during the investigation of each complaint. Final result of investigations and nature of any disciplinary or other corrective actions taken. Reports are maintained and filed for the necessary period of time, depending on national legislation of each Company. 4.5) Miscellaneous 4.5.1) Communication and Awareness Information about the Whistleblowing policy and relevant procedures are made known to employees and third parties and are included on Tier 1 companies (COSMOTE, ROMTELECOM and OTE) websites, under the supervision of the Compliance Officer 4.5.2) Review of Effectiveness The Compliance Committees will periodically analyze the types of issues which arise in order to analyze opportunities for improving the effectiveness of the whistleblowing policy 4.6) Final Provisions The OTE Group Compliance Officer is responsible for the administration, revision, interpretation and application of this Policy. The Policy will be reviewed annually and revised as needed. This Policy is approved by the BoD of OTE S.A. and is effective starting with July 1, 2009 Version: 2 Page 7 of 7