TPA Romania whistleblowing procedures

Summary

This document sets out to inform reporting persons of the options available to them when reporting suspected illegal or unethical activity at TPA Romania.

This document describes the types of suspicions that may be reported, the rights of reporting persons and protections afforded to them, the procedures for investigating reports and the notifying of reporting persons of the outcomes of such investigations.

The document is governed by the Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons reporting breaches of European Union law and Romanian Law no. 361/2022 on the protection of public interest whistleblowers.

Purpose

This document is binding for TPA Romania companies and TPA employees. It provides information to TPA Romania employees and other persons regarding the channels available for submitting reports.

1. Procedure and competencies

1.1 Introduction

The term “whistleblowing” is used to describe a disclosure by an employee or another person of suspected wrongdoing within an organisation.

It is essential that reporting persons or whistleblowers feel safe and report their suspicions during the early stages of the suspected activity.

TPA Romania supports its employees and other persons in reporting matters that are deemed to contravene the rules and/or values of the TPA Romania Group.

By implementing its whistleblowing procedures and dedicated internal reporting platform, TPA Romania makes available a reporting channel which ensures the protection of the reporting person’s identity.

Where the identity of the reporting person is known, it is never disclosed without the explicit consent of the reporting person.

Similarly, no other information is disclosed that could be used to infer a reporting person’s identity (unless required by law).

Timely reporting of suspected wrongdoings is desirable and beneficial as it facilitates the speedy investigation of the reported matter and improves the chances of mitigation of any negative impacts.

1.2 Who can file a report?

Reports can be filed by natural persons who have become aware of illegal activity in connection with their work or similar activity performed for TPA Romania.

Such persons include: TPA Romania employees (including former employees) and applicants for jobs at TPA Romania, employees on temporary work assignments at TPA Romania (“agency workers”), volunteers or interns working at TPA Romania, sole traders acting as suppliers to TPA Romania or bidding for a supply order from TPA Romania, and employees or other natural persons working under the supervision of TPA Romania suppliers and shareholders and/or members of statutory bodies of TPA Romania companies.

Persons whose legal relationship with TPA Romania is yet to commence shall be subject to this document only to the extent to which any reported information was obtained as part of pre-relationship negotiations, e.g. during the recruitment and selection of potential employees.

1.3 What may be reported?

The reporting platform can be used to report suspicions of the following types of wrongdoing:

• criminal offences (including theft and fraud) or misdemeanours
• violations of TPA Romania’s code of conduct and/or regulations
• bullying, harassment, discrimination or substance abuse
• violations of rules pertaining to the protection of privacy and personal data and the security of network and information systems
• threats to the health and/or safety of persons
• violations of other legal obligations
• attempts to suppress or conceal information regarding any of the above

This document is not concerned with grievances relating to employment and/or relationships at TPA Romania workplaces. Solutions to work-related matters or any other issues not covered by this document should be sought via the TPA Romania Human Resources department.

Any matters relating to occupational health and safety should be reported in accordance with the procedures defined in TPA Romania’s internal regulations, unless the issue in question is serious and there exists reasonable doubt as to the advisability of reporting it through the standard channels.

This document also does not apply to any product or service-related complaints or complaints about unsatisfactory quality.

Reporting persons must have reasonable grounds for believing that the matter to be reported concerns one or more of the areas covered by this document.

It is possible to report past, current or likely future matters.

There is no requirement for comprehensive supporting evidence to be included with a report. Disclosures need only be made in good faith given the circumstances at the time of the disclosure.

If there is doubt as to whether a suspicion should be reported, it is advisable to discuss the matter with a superior or another person in a management position who can be trusted and is not involved in the matter in any way.

It is important not to share any information about possible suspicions with anyone involved in the matter or any third party other than the person from whom confidential advice is sought.

Anyone reporting a matter that falls outside the scope of the whistleblower protection legislation will be notified of the fact without undue delay.

1.4 Submitting a report

It is recommended that all relevant suspicions be reported using the TPA Romania Whistleblower System, which ensures a prompt response and a timely investigation and includes a detailed, step-by-step reporting guide.

The receipt, processing and impartial investigation of reports is conducted on behalf of TPA Romania by its affiliated law office, which has been authorised by TPA Romania to act as a designated third party/competent persons as per the whistleblower protection legislation.

When submitting a report, reporting persons will, among other things, be asked to specify the following: their relationship with TPA Romania (e.g. employee, supplier, etc.), a description of the reported matter including the time and place of the occurrence, the names of persons who may have witnessed the matter or may possess additional information relating to the reported matter (these named persons may also be contacted during the investigation stage) and any other information or evidence that may be of use in the investigation of the report.

Name and contact information may also be provided. This may speed up the investigation considerably, but its provision is voluntary.

1.5 Right to protection of reporting persons

It is understandable that potential reporting persons may be apprehensive about reporting their suspicions and possible consequences befalling them.

TPA Romania has drawn up this document in order to implement a framework which ensures that TPA Romania employees and third parties are listened to and can share any justified suspicions of wrongdoing without fear of retaliation.

TPA Romania thus ensures the protection of persons reporting their suspicions in good faith, even if the suspicions subsequently prove to be unfounded.

The submitting of reports with the intention of knowingly providing false information and damaging TPA Romania does not enjoy such protections and may be punished in compliance with the whistleblower protection legislation.

Reporting persons may also choose to submit their reports anonymously. Where the reporting person shares their identity, TPA Romania will not disclose this, without the explicit consent of the reporting person, to any person other than the competent persons authorised to investigate reports.

The same applies to any other information from which the identity of reporting persons could be inferred (unless required by law, such as in connection with an investigation by law enforcement authorities or as part of judicial proceedings).

1.6 Protection of persons affected by a report

Persons affected by the investigation of a report are entitled to fair treatment during the course of the investigation. This includes an unbiased and objective assessment of relevant facts, safekeeping from discrimination and the protection of personal data as stipulated by the applicable legal regulations.

1.7 Report assessment process

The receipt of a report will be confirmed within seven days. The reporting person receives a unique case number (ID) that can subsequently be used to log into the platform and monitor progress of the case.

The competent person also notifies the designated persons at TPA Romania of the receipt of a report, together with information regarding the nature of the report.

The competent person then assesses whether a breach was committed under the whistleblower protection legislation and/or associated national legislation in order subsequently to be able to confirm or disprove the reported suspected activity.

Competent persons are not authorised to share any specific information with the reporting person regarding the progress of the investigation.

Where possible, the reporting person will be informed as to whether the report is to be investigated, the report concerns an already ongoing investigation or whether an investigation of the report has been concluded.

The competent person may use a system of confidential communication with the reporting person to obtain additional information, where required.

The competent person may also request the cooperation of any person to whom the report relates and/or any other TPA Romania employees who may be able to assist with the investigation.

Any information obtained as a result remains confidential. Any notes made will form part of the file kept by competent persons during the investigation.

Information regarding received reports will be retained for at least five years as of the date of receipt.

Should a reporting person feel at any point during the investigation that they have become the subject of retaliatory measures as a result of their report, they must report this at their earliest opportunity via the reporting platform.

Any such claim will be reviewed as part of the investigation and any person found to have participated in any retaliatory measures will be treated in compliance with the provisions of the applicable labour law.

1.8 Conclusions of the assessment process

Based on the information acquired, the competent person determines whether a report is justified. The conclusions of the report assessment will be described and included in the case file. Anonymised conclusions will be submitted to the designated persons at TPA Romania along with any recommendations for the rectification of identified shortcomings and/or mitigation of identified risks.

The reporting person will be notified of the conclusion reached regarding the justification of their report within 30 days of receipt of the report. In complicated cases, this period may be extended by up to 30 days, with a maximum of two such extensions possible. The reporting person will be notified of any extension to the investigation period.

Where measures are introduced as a result of a report with the aim of rectifying identified shortcomings or mitigating identified risks, the reporting person will be duly informed.

Neither the measures introduced nor the information provided may infringe and/or jeopardise any interest protected by law, including the objectives of criminal proceedings, misdemeanour proceedings or any other proceedings regarding an activity that bears the characteristics of a misdemeanour.

2. External reporting channel

Reports may also be submitted externally to the competent public authority in Romania: i.e. the National Integrity Agency, Blvd. Lascăr Catargiu 15, 010661 Bucharest.

According to the law, reporting is mainly to be carried out via the internal reporting channel, such as that provided for by TPA Romania under these procedures.

However, the whistleblower may choose between internal and external reporting channels on matters where there exists a risk of reprisals, in the case of reporting via the internal channel, or with respect to the impossibility of effectively remedying the violation through the internal reporting channel.

Reporting information on violations of the law while knowing them to be untrue constitutes a misdemeanour and is punishable by a fine of between 2,500 lei and 30,000 lei, where the act was not committed under such conditions as to be considered a criminal offense under law.

3. Definitions

Competent person – the team or individual contributing to the performance of the individual steps in the investigation of a report

Internal reporting system – a system that enables the filing of reports within the organisation

Internal reporting platform – an online tool designed to receive reports and provide access for the purposes of tracking report assessment progress

EU Directive on the protection of persons who report breaches of European Union law – Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law

External reporting system – reporting channels operated by relevant public authorities

Internal reporting system – reporting channels operated by a third-party service provider

Report – provision of information by a reporting person regarding suspected illegal or unethical activity

Reporting person (whistleblower) – a natural person who has become aware of illegal or unethical activity in connection with their work or similar activity performed for TPA Romania

Whistleblowing – the disclosure by an employee or another person of suspected wrongdoing within TPA Romania. It is essential that reporting persons feel safe and report their suspicions during the early stages of any potential wrongdoing

TPA Romania – collectively or individually, any of the professional service providers set up as TPA Quintus Holding GmbH subsidiaries in Romania and any of their Romanian affiliates providing services under the TPA Romania brand and their affiliated Romanian law offices (i.e. the accounting, audit, tax and legal practices and any affiliated professional service providing entities based in Romania)