Whistleblowing channel
1. PURPOSE
2. SCOPE OF APPLICATION
3. GENERAL RESPONSIBILITIES
4. MEANS OF COMMUNICATION
5. PROCESSING OF COMMUNICATIONS
5.1. RECEIPT AND REGISTRATION OF THE COMMUNICATION
5.2. ADMISSION PROCEDURE
5.3. INVESTIGATION
5.4 . TERMINATION OF PROCEEDINGS
6. REPORTING FALSE OR BAD FAITH COMPLAINTS
7. PROTECTION OF PERSONAL DATA
8. APPLICABLE LEGISLATION
APPENDIX I: TYPES OF CASES THAT CAN BE REPORTED THROUGH THE COMPLAINT CHANNEL
1. PURPOSE
This policy has been developed by Zubi Capital, SA (hereinafter the “Company”) with the aim of detailing the procedure followed in the internal reporting channel developed in compliance with, among other regulatory provisions, Article 8 of Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019 on the protection of persons who report breaches of Union law.
The purpose of the Whistleblowing Channel is to enable employees, customers, suppliers, and third parties related to the Company or its activities to report any act that may have occurred within the Company and that may constitute an infringement, a crime, or a violation of our internal procedures, including, among others:
Violation of PBC/FT regulations
Violation of LOPD regulations
Violation of Market Abuse regulations
Internal Code of Conduct
The Company’s Whistleblowing Channel is accessible via the corporate website and may be used by persons who are aware of possible serious administrative and/or criminal risks attributable to any person or entity linked to the group in their professional sphere.
This Channel facilitates the secure formulation of communications, ensuring that throughout the process the privacy of the persons involved and the confidentiality of the data contained in the report are effectively guaranteed, and the report can be made anonymously if the complainant so wishes.
2. SCOPE OF APPLICATION
This policy is intended for employees, customers, suppliers and third parties involved in the Company’s activities who may make use of the Whistleblower Channel as detailed herein.
All managers and employees, regardless of the legal form that determines their employment or service relationship, suppliers, sponsors, collaborators, agents, members of the various collegiate bodies of the Company must communicate, through the Whistleblower Channel, any irregularity or breach of which they are aware and which are included in their objective scope, without fear of being subject to dismissal or any other type of reprisal, and with the assurance that the information provided will be treated with the utmost confidentiality.
The Whistleblower Channel should be understood as an instrument that allows the communication of irregularities or non-compliances. Therefore, it should not be used indiscriminately, but only for the purposes for which it was conceived.
3. GENERAL RESPONSIBILITIES
The following are the general responsibilities with respect to the Whistleblower Channel:
Board of Directors:
– Approval of this Policy and its successive updates
– Provide the necessary means to the Company for the correct operation of the Channel.
Control Unit:
– Updating of this policy
Responsible for the system:
– Operation of the Whistleblower Channel.
– Guarantee the confidentiality of the whistleblowers, if applicable.
– Registration of complaints
– Preservation of documentation
Internal Control Body in AML/CFT matters:
– Support to the Criminal Risk Prevention Body in complaints regarding non-compliance with the AML/CFT Law
RIC Monitoring Body:
– Support to the Criminal Risk Prevention Body in complaints regarding breaches of the Company’s Internal Rules of Conduct
– Support to the Criminal Risk Prevention Body in complaints regarding breaches of Market Abuse regulations.
Responsible for security in terms of LOPD:
– Support to the Criminal Risk Prevention Body in complaints regarding non-compliance with data protection regulations.
4. MEANS OF MAKING COMMUNICATIONS
The Internal Reporting System should be used preferably to channel information, as diligent and effective action within the Company could paralyze the harmful consequences of the actions under investigation.
However, having stated this preference, the whistleblower may choose the channel to follow, internal or external, depending on the circumstances and the risks of retaliation that he/she considers.
In relation to the internal channels of communication, the following are recommended, at the whistleblower’s choice:
Through the form provided on the website: https://zubicapital.com/es/formulario-de-denuncia
Through communication addressed to the Compliance Officer at C/ Meliana, 5 46019 Valencia
At the informant’s request, channeled through these means, it may also be submitted through a face-to-face meeting within a maximum period of seven days.
Any person in the Company who receives a communication and is not competent to investigate the facts reported because it is one of the types of communication provided for in this channel, must forward it to the Compliance Officer without undue delay. Failure to comply with this obligation shall be considered a serious breach of confidentiality obligations.
The external channels that the whistleblower may decide to use refer to communications made to the Institutions, Organisms and National or European Authorities, through the means determined by them, and in particular to the soon to be created Whistleblower Protection Authority.
In certain cases, and only for non-compliances that produce effects in the territory of the autonomous community, it is possible to turn to the Autonomous Community Informant Protection Authorities, currently created in: Catalonia, Valencia, Balearic Islands, Navarre, Principality of Asturias or Andalusia.
5. PROCESSING OF THE COMMUNICATIONS
In general, the maximum term to respond to the investigation proceedings shall not exceed three months as from the receipt of the communication or, if no acknowledgement of receipt was sent to the informant, three months as from the expiration of the seven-day term after the communication was made, except in cases of special complexity that require an extension of the term, in which case, this may be extended up to a maximum of three additional months.
At the different stages of the processing process, the possibility of maintaining communication with the informant and, if deemed necessary, of requesting additional information from the informant is foreseen, unless the informant has waived this right.
In any case, the right to the presumption of innocence and the honor of the persons concerned will be respected, as well as the provisions on the protection of personal data as provided for.
When the facts could be indicative of a crime, the information shall be immediately forwarded to the Public Prosecutor’s Office. In the event that the facts affect the financial interests of the European Union, it shall be forwarded to the European Public Prosecutor’s Office.
5.1. RECEPTION AND RECORDING OF THE COMMUNICATION
The information may be provided anonymously. Otherwise, the identity of the informant shall be kept confidential.
In cases of verbal communication, the informant will be warned that the communication will be recorded and will be informed of the processing of his or her data in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 and Organic Law 3/2018 of 5 December.
When submitting the information, the informant may indicate an address, email or safe place for the purpose of receiving notifications, and may also expressly waive receipt of any communication of actions carried out by the Company as a result of the information.
In case of verbal communication, including those made through a face-to-face meeting, the person in charge of the system shall document it in one of the following ways:
- a) by a recording of the conversation in a secure, durable and accessible format, or
- b) through a complete and accurate transcription of the conversation by the personnel responsible for processing it.
Without prejudice to his or her rights under data protection regulations, the informant shall be given the opportunity to verify, rectify and agree to the transcription of the message by signing it.
Once the information has been submitted, it will be registered in the Information Management System, and an identification code will be assigned to it. The Information Management System shall be contained in a secure database with restricted access, in which all communications received shall be recorded, with the following data being filled in:
a) Date of receipt.
b) Identification code.
c) Actions taken.
d) Actions taken.
e) Closing date.
Once the information has been received, within a period of no more than 7 calendar days from said receipt, it shall be acknowledged, unless the informant has expressly waived the right to receive communications related to the investigation, or unless this could jeopardize the confidentiality of the communication.
5.2. ADMISSION PROCEDURE
Once the information has been registered, the System Manager shall check whether it contains facts or conduct that fall within the scope of Annex I. The System Manager shall also check whether it is necessary to reassign the communication to another person or management team due to any of these situations:
- Conflict of interest of the person in charge of the system, being a person affected by the communication.
- Existence of an ad hoc team for the management of the communication due to the subject matter.
Once this preliminary analysis has been carried out, it shall decide, within a period of no more than ten working days from the date of entry of the information in the register:
a) To reject the communication in any of the following cases:
1.º When the facts reported lack all plausibility.
2.º When the facts reported do not constitute an infringement of the legal system included in the scope of application of Annex I.
3.º When the communication is manifestly unfounded or there are, in the opinion of the person in charge of the system, rational indications of having been obtained through the commission of a crime. In the latter case, in addition to the inadmissibility, a detailed list of the facts deemed to constitute a crime shall be sent to the Public Prosecutor’s Office.
4.ºWhen the communication does not contain new and significant information on offenses in comparison with a previous communication in respect of which the corresponding procedures have been concluded, unless there are new factual or legal circumstances that justify a different follow-up. In such cases, the person in charge of the system shall notify the decision in a reasoned manner.
The informant will be notified of the inadmissibility within the following five working days, unless the communication was anonymous or the informant has renounced to receive communications from the person in charge of the system.
b) Admitting the communication for processing.
The informant shall be notified of the admission for processing within the following seven working days, unless the communication is anonymous or the informant has waived the right to receive communications from the Company’s System Manager.
c) Immediately forward the information to the Public Prosecutor’s Office when the facts could be indicatively constituting a crime or to the European Public Prosecutor’s Office in the event that the facts affect the financial interests of the European Union.
d) To forward the communication to the authority, entity or organism considered competent for its processing.
5.3. INVESTIGATION
The investigation shall include all those actions aimed at verifying the verisimilitude of the facts reported.
It shall be ensured that the person affected by the information is informed of the same, as well as of the facts reported in a succinct manner. In addition, he/she shall be informed of his/her right to submit written comments and of the processing of his/her personal data. However, this information may be provided during the hearing if it is considered that its prior provision could facilitate the concealment, destruction or alteration of the evidence.
In no case will the identity of the informant be communicated to the affected subjects, nor will access to the communication be given. During the investigation, notice of the communication will be given to the investigated party with a succinct account of the facts. This information may be provided during the hearing if it is considered that its prior provision could facilitate the concealment, destruction or alteration of evidence.
Without prejudice to the right to make written allegations, the investigation will include, whenever possible, an interview with the person concerned in which, always with absolute respect for the presumption of innocence, he/she will be invited to explain his/her version of the facts and to provide the means of proof that he/she considers appropriate and pertinent.
In order to guarantee the right of defense of the person concerned, he/she shall have access to the file without disclosing information that could identify the informant, and may be heard at any time.
The person in charge of the system shall be obliged to maintain the secrecy of any information that may come to their knowledge in the course of this exercise.
All persons of the Company must collaborate with the investigation, and shall be obliged to comply with the requests addressed to them to provide documentation, data or any information related to the procedures being processed, including personal data that may be required.
5.4 TERMINATION OF THE PROCEEDINGS
Once the investigation has been concluded, the person in charge of the system will adopt one of the following decisions:
(a) Filing of the file, which will be notified to the informant and, if applicable, to the person concerned. In these cases, the informant will be entitled to the protection provided for in this law, unless, as a result of the actions carried out in the investigation phase, it is concluded that the information, in view of the information gathered, should have been rejected due to the existence of any of the causes provided for in this Procedure.
- b) Referral to the Public Prosecutor’s Office if, in spite of not initially appreciating indications that the facts could be of the nature of a crime, this should result from the course of the investigation. If the crime affects the financial interests of the European Union, it shall be referred to the European Public Prosecutor’s Office.
- c) Transfer of all the proceedings to the competent authority, in accordance with the provisions of this Procedure.
- d) Adoption of an agreement to initiate a sanctioning procedure.
Once all the proceedings have been concluded, the person in charge of the system shall keep information related to the communication in a Register Book, which shall contain:
- a) Date of receipt
- b) Classification of the communication
- c) Date of closure
- d) The actions carried out
This register shall not be public and only at the reasoned request of the competent judicial authority, by means of an order, and within the framework of a judicial proceeding and under the guardianship of the latter, may access all or part of the contents of the aforementioned register.
The personal data relating to the information received and to the internal investigations referred to in the preceding paragraph shall only be kept for the period necessary and proportionate for the purposes of complying with the applicable legislation. In no case may the data be kept for a period longer than ten years.
If in the resolution of the investigation it is reliably proven that the facts investigated are true and are linked to irregular or unlawful conduct, the accused may be subject to sanctions in accordance with the applicable Collective Bargaining Agreement in force, labor legislation and the rest of the civil and mercantile obligations that the member of the Company’s staff, management personnel or the Board of Directors may have contracted.
The Company may also bring the facts to the attention of the relevant judicial authorities if it deems it necessary.
In the event that the accused is a third party with whom there is no employment relationship (supplier, commercial agent or business partner), the applicable sanctions shall be limited to the commercial field (limitation of actions, unilateral termination of the contract by the Company, without prejudice to the aforementioned communication to the competent judicial authorities.
6. COMMUNICATION OF FALSE OR FAKE REPORTS
The Company’s whistleblower channel must be used in a responsible and appropriate manner. The communication of false facts, with a malicious and morally dishonest attitude, is a breach of the good faith that should govern labor and professional relations in the Company, and may result in disciplinary measures in accordance with the Collective Bargaining Agreement in force, or of a commercial nature in the case of other stakeholders.
If, after the appropriate analysis, it can be concluded that the facts reported are manifestly false and that the complaint has been filed with a malicious attitude and in bad faith: (i) the complaint will be filed; (ii) this circumstance will be transferred to the People Department so that disciplinary measures may be proposed in accordance with the Collective Bargaining Agreement in force and; (iii) the proposed sanction will be reported, in writing, to the General People Management or, if applicable, to the Board of Directors, who will decide the disciplinary action to be applied to the bad faith complainant.
7. PROTECTION OF PERSONAL DATA
The processing of personal data arising from the application of this Procedure shall be governed by the provisions of Article 11 of Organic Law 3/2018, of December 5, on the Protection of Personal Data and guarantee of Digital Rights, unless such communication is related to issues concerning the prevention of money laundering and financing of terrorism and/or sanctions, in which case the provisions of Law 10/2010, of April 28 and implementing regulations, on the prevention of money laundering and financing of terrorism and specific regulations on sanctions shall apply. And finally, the person who has been the subject of the communication will be informed of the estimated time period for processing the communication.
In any case, the Company, as a guarantee of confidentiality to the informant, confirms that in general the exercise of the rights of the person under investigation may be limited by the particularity of the communication and may only be exercised on the personal data being processed. In no case may the exercise of the aforementioned rights by the person under investigation be understood to include data relating to the informant. If it is not possible to adopt measures to safeguard the confidentiality of the informant in the event of communication to the person under investigation, the right of the former shall prevail in accordance with the provisions of article 31.2 of Law 2/2023, of February 20, regulating the protection of persons who report regulatory violations and the fight against corruption. You can find more information in Our privacy policy at https://zubicapital.com/es/politica-de-privacidad/.
8. CURRENT LEGISLATION
DIRECTIVE (EU) 2019/1937 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 23 October 2019 on the protection of persons reporting breaches of Union Law
Law 10/2010, of 28 April on the prevention of Money Laundering
Organic Law 3/2018, of 5 December
Law 2/2023, of 20 February on whistleblower protection
Law 35/2003, of 4 November, on Collective Investment Institutions
Organic Law 10/1995, November 23, Criminal Code
Royal Legislative Decree 4/2015, October 23, approving the revised text of the Securities Market Law
REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
ANNEX I: TYPOLOGY OF CASES THAT CAN BE REPORTED THROUGH THE WHISTLEBLOWER CHANNEL
