WHISTLEBLOWER POLICY

INTEGRITY AND INTERNAL REPORTING PROCEDURE

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1. GENERAL

  1. At Auren, the quality of our services and ethical business conduct are of paramount importance. One of the safeguards for maintaining ethical operations is the implementation of a Whistleblower Policy within Auren*. As an audit firm, Auren is also required under Article 27 of the Regulation on Audit Firms (VAO) to maintain such a policy. The Dutch Whistleblower Protection Act, which came into force on 18 February 2023, also requires us to establish a procedure for handling reports of suspected wrongdoing that affect the public interest: the misconduct reporting procedure.
  2. The Whistleblower Policy ensures that individuals outside Auren, as well as those employed by or affiliated with Auren, can report suspected irregularities within or (partly) outside Auren’s organization without fear of repercussions for their legal position. This policy ensures that reports are recorded, handled confidentially and in a timely manner, and that any irregularities that are substantiated are addressed appropriately and promptly through internal measures taken by Auren.
  3. This policy and its reporting procedure apply to every employee working for Auren under an employment contract, as well as individuals performing work for Auren in a different capacity, such as interns, volunteers, freelancers, and suppliers.

2. DEFINITIONS

  1. The following definitions apply within this policy:
    • Competent Authority:
      The authorities referred to in Article 2c of the Whistleblower Protection Act, including: the Netherlands Authority for Consumers and Markets (ACM); the Netherlands Authority for the Financial Markets (AFM); the Dutch Data Protection Authority (AP); De Nederlandsche Bank (DNB); the House for Whistleblowers (as referred to in Article 3 of the Act); the Health and Youth Care Inspectorate; the Dutch Healthcare Authority (NZa); the Authority for Nuclear Safety and Radiation Protection; and other organizations or administrative bodies designated by governmental decree (AMvB).
    • Public Interest:
      The public interest is considered to be at stake if the action or omission does not solely concern the personal interests of the reporter and involves either a pattern or structural nature, or if the action or omission is severe or extensive.
    • Whistleblower (Reporter):
      A natural person who reports or publicly discloses a suspected wrongdoing in the context of their work-related activities.
    • Wrongdoing (Misconduct):
      A wrongdoing is a violation or risk of violation of Union law, or an act or omission that affects the public interest:
      • through a violation or risk of violation of a legal provision or internal rules of Auren (where those rules impose a concrete obligation and have been adopted based on a legal provision), or
      • that poses a threat to public health, the safety of individuals, the environment, or the proper functioning of Auren’s operations, or involves a violation or risk of violation of EU law.
    • Violation of Union Law:
      An act or omission that a) is unlawful and relates to EU acts and policy areas falling within the material scope of Article 2 of EU Directive 2019/1937, or b) undermines the purpose or application of rules contained in EU acts and policy areas within that same scope.
    • Suspected Misconduct:
      A suspicion held by a whistleblower that a wrongdoing has occurred, is occurring, or may occur within the organization where they work or have worked, or within another organization with which they have come into contact through their work, provided that this suspicion is based on reasonable grounds derived from knowledge acquired in the course of their duties.
    • Work-related Context:
      Future, current or past work-related activities that provide access to information about wrongdoings, where individuals may face retaliation if they report such information.
    • Employer:
      The name(s) of the entity or entities acting as the employer.

3. REPORTING A CONCERN

  1. Any whistleblower who suspects a wrongdoing may report this suspicion to Auren in the manner described below.
  2. Reports can be submitted to the Compliance Officer of Auren Netherlands, Mr. R.W. Henneke RA. Reports may be made in writing or verbally. A digital report can be submitted by emailing [email protected] or by calling +31 (0)6 82000073.
  3. If the whistleblower has reasonable grounds to believe that Mr. R.W. Henneke RA is involved in the suspected wrongdoing and makes that known, the report should be submitted to Mr. A. van Pijkeren RA (Director of Auren Nederland B.V.). A digital report can be sent to [email protected] or by calling +31 (0)6 26294927.
  4. If the report is submitted by post, it should be addressed to Auren Compliance Office, attn. Mr. R.W. Henneke RA (or Mr. A. van Pijkeren RA), Amsterdamseweg 3, 3812 RN, Amersfoort, or Prof. J.H. Bavincklaan 2, 1183 AT, Amstelveen, and the envelope must be marked “personal and confidential”.
  5. A report may be submitted by letter, email, or phone to one of the officials listed in 3.2 and 3.3, or via an in-person meeting upon request and within a reasonable period as determined by the official, at a location to be determined.
  6. The whistleblower must provide a (private) home and/or email address and phone number at which they can be contacted by post, email, or phone in relation to the report.
  7. A report must contain a description of the suspected irregularity, including the date it occurred or is expected to occur (if known), the basis for the suspicion, and the person(s) involved, if known.
  8. While we encourage internal reporting of (suspected) wrongdoing, it is also possible to report directly to a competent authority.
  9. For questions regarding the reporting of wrongdoing, you can contact the Dutch House for Whistleblowers by phone at 088 – 1331 030, or by email at [email protected].

4. REPORTING INTEGRITY VIOLATIONS

  1. In addition to reporting misconduct, Auren considers it important that violations of integrity — that do not qualify as misconduct — can also be reported.
  2. When reporting integrity violations that are not misconduct, it is not possible to report externally. The House for Whistleblowers also does not investigate such cases.
  3. Examples of integrity violations include:
    • Abuse of power
    • Corruption
    • Negligence
    • Fraud, theft, embezzlement
    • Questionable gifts or promises
    • Misuse and manipulation of information
    • Waste of (public) funds and non-performance
    • Misconduct in private time
    • Serious operational, structural, procedural or process failures that exceed the responsibility of a direct supervisor, often of a financial nature
  4. An integrity violation is therefore not automatically considered misconduct.

5. SEEKING CONFIDENTIAL ADVICE

  1. Anyone who suspects a case of wrongdoing or an integrity violation may seek confidential advice (consultation and requests for information, discussion, or support).
  2. Confidential advice can be obtained from one of the internal confidential advisors at Auren:
    Krissie Towikromo – reachable via [email protected]
    Robbert Volkers – reachable via [email protected]
  3. Confidential advice can also be obtained from the external confidential advisor via ArboNed,
    Anneke Weimar, reachable via [email protected], by phone at +31 (0)6 13 64 8991, or, if unavailable, via the central number 0800-020-4204.

6. HANDLING OF THE REPORT

  1. Upon receipt, the report is recorded in a designated register. The report (including the date of receipt) is formally registered at this point.
  2. The report is investigated and followed up by the Compliance Officer, Mr. R.W. Henneke RA.
  3. If the report is submitted orally (including during a scheduled meeting), the Compliance Officer will prepare a written record or audio recording of the conversation. An audio recording may only be made with prior consent from the whistleblower. The whistleblower is given the opportunity to respond in writing to the written version of the meeting.
  4. The receipt of the report is confirmed in writing by the Compliance Officer within seven days, sent to the home or email address provided by the whistleblower. The confirmation preferably includes a summary of the report and a copy of the report itself or the written record if the report was made orally. This does not apply to anonymous reports.
  5. The report is investigated by one or more persons who have not been directly involved in the matter, unless the report is clearly unfounded or evidently unrelated to suspected wrongdoing.
  6. If the report is not based on reasonable grounds or is clearly unrelated to suspected wrongdoing, the whistleblower is notified in writing, along with an explanation of this decision, unless the report was anonymous.
  7. The individual(s) to whom the report relates will be informed of the report, unless doing so would be contrary to the interests of the investigation.
  8. The individual(s) concerned will, at the very least, be informed at the same time as the whistleblower about the assessment and, where applicable, the follow-up of the report.
  9. The Compliance Officer will immediately initiate a preliminary investigation into the suspected wrongdoing. Based on the findings, the Compliance Officer will inform the whistleblower, if known, whether there is sufficient reason to conduct a full investigation and what steps will be taken next.
  10. If there is sufficient reason to proceed, the Compliance Officer will notify Auren’s board of the report. Upon receipt, the board will initiate or commission an investigation into the alleged wrongdoing.      
  11. If the alleged wrongdoing involves a member of Auren’s board, the Compliance Officer will personally initiate or commission the investigation.
  12. If there is (a risk of) a violation of internal or external professional standards, the Compliance Officer will take the necessary steps, if sufficient grounds exist.Within six weeks of the report’s registration, the Compliance Officer will be informed in writing—by or on behalf of Auren’s board—of the board’s position on the alleged wrongdoing and any measures taken or planned.
  13. If this is not possible within the given timeframe, the board will notify the Compliance Officer and indicate when a position will be provided
  14. The above procedure does not apply to anonymous reports.

7. FEEDBACK TO THE WHISTLEBLOWER

  1. The Compliance Officer will inform the whistleblower of the outcome of the report and any measures taken, no later than three months after the report’s registration. If this timeframe cannot be met, the Compliance Officer will notify the whistleblower and provide a new estimated timeframe.
  2. In all cases, the whistleblower will be informed of the actions taken as a result of the report.
  3. If the report was made anonymously, this section does not apply.

8. CONFIDENTIALITY

  1. All individuals at Auren who are involved in handling or investigating a report and who access information of a confidential nature must maintain confidentiality, unless disclosure is required by law or is necessary for the performance of their duties.
  2. Confidential information includes, but is not limited to: the identity of the whistleblower, the identity of the person(s) reported, or anyone connected to them, as well as business secrets.
  3. The identity of the whistleblower, and any information that could directly or indirectly identify them, will not be disclosed inside or outside of Auren without the whistleblower’s consent. In principle, by making the report, the whistleblower consents to the use of their identity as far as required for the investigation and follow-up. However, Auren will still ask for explicit consent after receiving the report before using the identity or identifying information internally.
  4. If the disclosure of the whistleblower’s identity is required by law in the context of an investigation or legal proceedings, the whistleblower will be informed in advance wherever possible—unless such notice would compromise the investigation or proceedings.

9. PROTECTION OF THE WHISTLEBLOWER

  1. The whistleblower will not be disadvantaged during or after the handling of a report, provided they had reasonable grounds to believe that the reported information about the suspected wrongdoing was accurate at the time of the report.
  2. Disadvantage, as referred to above, includes but is not limited to: any adverse measure taken by Auren against the whistleblower, such as dismissal or suspension (other than at the whistleblower’s own request), or the imposition of a penalty (as referred to in Article 7:650 of the Dutch Civil Code).
  3. If legal proceedings arise concerning the wrongdoing, the employer involved must prove that any disadvantage experienced by the whistleblower was not a result of the report or its disclosure (this reflects a reversal of the burden of proof).The whistleblower is not liable in legal proceedings for defamation or breach of confidentiality, provided they had reasonable grounds to believe that disclosing the information was necessary to reveal a breach of Union law — unless the information was obtained illegally.
  4. A whistleblower is protected, under certain conditions, when they disclose a breach of Union law publicly. The whistleblower must first have had reasonable grounds to believe the reported information was accurate. Additionally, the whistleblower must have made an internal or external report prior to the disclosure, and reasonably believe that the investigation did not progress adequately. Public disclosure may also occur immediately (without prior internal or external reporting) if the whistleblower reasonably believes the wrongdoing poses an imminent or serious threat to the public interest, or that there is a risk of retaliation if reported to a competent authority.
    Whistleblowers are not protected when disclosing information that is already in the public domain.

10. LEGAL PROTECTION AND CONFIDENTIALITY

  1. The report, related correspondence, and the investigation shall be handled with the utmost care and confidentiality.
  2. When informing Auren’s board about suspected irregularities, the Compliance Officer will not disclose the name of the whistleblower. The information provided will be anonymised as much as possible, unless the whistleblower has released the Compliance Officer from their duty of confidentiality.
  3. Auren’s board ensures that a whistleblower who, in good faith and in accordance with this policy, reports a suspected irregularity, is not disadvantaged in their position. In particular, such a report should not negatively affect the whistleblower’s ability to function or progress in their career within Auren.
  4. If a whistleblower makes a report in a manner not consistent with this policy, or discloses a suspected irregularity directly to the public or via third parties, this may be held against them.

Auren’s board makes no guarantees regarding criminal or disciplinary consequences for whistleblowers if it turns out that they were personally involved in the wrongdoing as perpetrator, co-perpetrator, or accomplice.

* Wherever “Auren” is mentioned in this document, it refers to Auren Nederland B.V. and its subsidiaries.