The Navigator Company, as a listed company with a strict governance system, has reframed its Irregularities' Reporting Channel - implemented more than 10 years ago, in compliance with the new legal framework established in Law no. 93/2021, of 20 December, which comes into force on 18 June 2022.
The reformulated Reporting of Irregularities Channel - called the Whistleblowing Channel, will be available through the new "Navigator Whistleblowing Channel" Portal and reinforces the Company's aim of having an internal mechanism whereby reports of irregularities are submitted in an effective, fast and suitable system for their detection, investigation and resolution, in keeping with the rules of conduct established by Navigator and the principles of guaranteed anonymity, confidentiality, safeguarding and non-retaliation in dealings with whistleblowers, as well as compliance with data protection and information security rules. To this end, violations of the rules set out in the Code of Ethics and Conduct and other internal regulations, or of a legal nature, with a material impact on Navigator, constitute irregularities.
This Whistleblowing Channel is an independent service for reporting possible irregular practices, as set forth in the Regulation for Reporting Irregularities (attached herein), and will be managed by Deloitte on behalf of Navigator. This Channel is intended for communications coming from employees, suppliers, customers, service providers or any other person reporting an irregularity to a Navigator's employee on the matters identified in said Regulations.
The Whistleblowing Channel allows any irregularities to be reported (e.g. breach of rules of conduct or ethics, fraud, corruption and related offences, protection of privacy and personal data, health and safety, environmental protection, among others), thus helping to ensure that Navigator continues to position itself as a corporate group with integrity, reputation and credibility, as an international benchmark, and as a fair, honest and safe workplace. Irregularities have a negative effect on the working environment and on the Group's reputation, so reporting any irregularity or misconduct helps to preserve the integrity and reputation of the Navigator Company Group and to ensure that people are safe and protected in their working environment.
Navigator's new Whistleblowing Channel will be available from this week on the "Whistleblowing Channel" Portal, accessible through the intranet and internet pages, and also accessible here.
RULES OF PROCEDURE GOVERNING WHISTLEBLOWING
THE NAVIGATOR COMPANY, S.A.
These Regulations establish the framework and rules on the communication by certain reporting persons with dealings with The Navigator Company, S.A.
(Company) or its subsidiaries (referred to below as "The Navigator Company Group"), of irregularities allegedly occurring in this Group.
For the purposes of these Regulations, irregularities are deemed to be all situations which any stakeholder may detect, of which he may have knowledge of or where he may have well-founded suspicions of non-compliance with the Company's Code of Conduct and Ethics, or any alleged breach of the provisions of external obligations established by legislation or regulation, or internal obligations established by standards or in internal codes and regulations of the Company, occurring in The Navigator Company Group.
Irregularities are subject to communication under these Regulations when they may fall within the previous number.
(Specific scope of application)
These Regulations establish the rules governing the arrangements and procedures for receiving, storing and processing communications of irregularities falling within number 1.2 of the previous article ("matters covered").
Within the scope of these Regulations, reporting persons ("Reporting Persons") are employees and collaborators of The Navigator Company Group, holders of shareholdings, members of the administrative or management bodies, of the supervisory or auditing bodies, including non-executive members, service providers, contractors, subcontractors and suppliers, as well as any persons acting under their supervision and direction, volunteers and interns, remunerated or unremunerated.
Communications submitted which fall outside the scope of the matters covered shall not be processed.
(Channels for communication)
These Regulations contain rules on the voluntary communication of irregularities, and the system for receiving, processing and treating such communications is made through the following channel provided by an external Services Provider for this purpose:https://eu.deloittehalo.com/whistleblower/website/navigator.
The report shall be made through the whistleblowing channel provided by an external entity independent of Navigator, which will receive, screen and preliminarily analyse the reports.
3.3 The communication may contain the identification of the Reporting Person and their e-mail address, whereby anonymous information will only be accepted and processed on an exceptional basis, or be totally anonymous if that intention is expressed.
3.4. In accordance with Article 4, the Company reserves the right to refuse to process communications, the content of which falls outside the scope of the matters covered in these Regulations or which fail to describe the facts constituting the alleged irregularity, selecting only those which present sufficient grounds for an investigation and which concern the subject matter of these Regulations, excluding malicious reports.
3.5.The Reporting Person shall be notified in accordance with the following time limits:
7 days from the date of receipt of the complaint, on the receipt of the complaint and on the requirements, competent authorities and form of admissibility of the external complaint, if applicable; and
Within 3 months from the date of receipt of the complaint, on the measures planned or taken to act on the complaint and the reasons therefor.
(Processing of communications)
When a communication is received, a process of investigation is always initiated, except when the communication is manifestly groundless.
Communications are forwarded internally to a Reporting Commission comprising the Director of the Legal, Compliance and Public Affairs Division (DLC), the Risk Management Division (DGR) and the Head of Compliance.
This Commission shall:
Determine whether the communication of irregularity is supported by the minimum level of grounds required to initiate an investigation. If it is decided not to proceed with such an investigation, such decision shall be validated by the Chief Executive Officer, or by the Audit Board, if the irregularity communicated concerns the former, and this decision shall be filed with the case documents.
Determine whether to involve other departments which may have an interest in the investigation process or which may be able to contribute to it.
In accordance with these Regulations, communications of irregularities shall be treated as confidential information, in particular by the departments which may be involved in the investigation process and by the supporting personnel in charge of managing and operating the procedures for receipt, storage and processing of communications of irregularities.
The team set up for the purposes of the investigation process shall make appropriate arrangements to protect the information and data contained in the communications and their records, and take the steps needed to confirm, at an initial stage, whether sufficient grounds exist for conducting an investigation.
In the event of a conflict of interests relating to the irregularity allegedly committed by a member of the divisions mentioned in paragraph 4.2 of this article, a copy of the communication shall also be forwarded to the Chairman of the Board of Directors.
The Audit Board shall be informed of all communications received and, whenever they involve a member of the Board of Directors or Audit Board, the Ethics Committee shall likewise be informed thereof.
The Reporting Commission shall investigate all the facts required for assessing the alleged irregularity, and the investigation procedure shall be conducted by such Commission and supported by other members of Company staff, whenever this proves necessary; external auditors or other experts may also be commissioned to provide assistance in the investigation.
The investigation procedure shall end with the closure or with a proposal for the application of measures appropriate to the irregularity in question. At the conclusion of the enquiry process a report shall be produced containing the conclusions and:
measures required to correct the irregularity and, if applicable, the
respective disciplinary sanction;
indication of the non-adoption of any measures, with the reasons for non- implementation duly justified;
communication to external entities, whenever justified.
5.3 The action proposal referred to in number 5.2 and the report referred to in the previous number shall be addressed to:
the Executive Committee and the Supervisory Board; or
the Board of Directors and the Supervisory Board, when the object of the complaint exceeds the powers delegated to the Executive Committee; or
to the Company's Ethics Committee, if the complaint involves a member of the governing bodies.
All communications of irregularities shall be treated as confidential information, in accordance with these Regulations.
As a result of its confidentiality, all Collaborators with access to information in investigation proceedings must keep their confidentiality, even internally, within The Navigator Company Group.
The communication of an irregularity may not result, in any respect, in any detrimental or damaging treatment, retaliation, harassment, summons or discrimination of the employee making the communication, by the Company or other Employees, and the Company shall take measures to ensure that that shall not occur.
All reports must be made in good faith and with reasonable grounds.
Breach of the prohibition set out in paragraph 7.1. shall determine the opening of disciplinary proceedings against the author of the relevant conduct.
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The Navigator Company SA published this content on 17 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2022 09:12:11 UTC.