Whistleblowing

Overview

Pursuant to Act XXV of 2023 on complaints, reports in the public interest and rules relating to the reporting of misconduct, which comes into force on 24 July 2023, every company with at least 50 employees must establish a whistleblowing system through which information regarding unlawful or suspected unlawful acts or omissions, or other misconduct, may be reported. All current and former employees of SMP Solution Zrt., partners, shareholders, all staff of companies accounted for by SMP Solution Zrt., and all staff of companies belonging to the SMP Group, members of the supervisory board, trainees, volunteers, and those who have already expressed their intention to enter into such legal relationships (a detailed list can be found in the attached Regulations).

Policy on the Whistleblowing Scheme

1. General provisions

1.1 Scope and purpose of the Regulations

Pursuant to Act XXV of 2023 on complaints, reports in the public interest and rules relating to the reporting of misconduct, every company with at least 50 employees must establish a whistleblowing scheme through which information regarding unlawful or suspected unlawful acts or omissions, or other forms of misconduct, can be reported.

The system must be available and accessible to all whistleblowers, and must be suitable for both written and oral reports, and must ensure the protection of the whistleblower’s identity and personal data; it should also be emphasised that data may only be transferred to a third country or an international organisation if the recipient undertakes to handle the data securely.

1.2 Scope of the Regulations

The scope of these regulations extends to all organisational units of the Company, as well as to all employees in an employment relationship with the Company or in any other legal relationship for the purpose of performing work. It also extends to all former SMP employees, partners, shareholders, members of the Supervisory Board, trainees, volunteers, and those who have already expressed their intention to enter into such legal relationships.

1.3 Availability of the Regulations and the associated annexes

The Company shall publish all documents forming part of its Regulations in electronic format in such a way that all relevant staff members may access them where necessary and review them with read-only access. SMP reserves the right to amend these Regulations unilaterally. In the event of any amendments to the Regulations, SMP shall notify the Employee via the electronic platform available to them or in person.

1.4 Definitions

Employer: a person who employs a natural person under a legal relationship for the purpose of employment (SMP Solutions Zrt.).

Employee: a natural person who, within the framework of an employment relationship, carries out work for an employer and under the employer’s direction in return for remuneration, or who is self-employed.

Employment relationship: any legal relationship in which an employee carries out work for an employer and under the employer’s direction in return for remuneration, or is self-employed.

The person responsible for operating the system: an impartial person who cannot be instructed in this role, and who handles and investigates reports.

Notifier: a natural person who is authorised to make a notification.

2. The system for reporting abuse

2.1 The identity of the person making the report

Any natural person who meets the following criteria is entitled to make a declaration:

• employed by an employer (where the employment relationship currently exists, has been terminated, or is intended to be established in the future and is already in the process of being established);
• Shareholders of the company, members of its administrative bodies, members of its executive bodies, and members of its supervisory body;
• all employees of companies for which SMP Solution Zrt. provides accounting services, and all employees of companies belonging to the SMP Group (whether their employment relationship is currently in force, has been terminated, or is intended to be established in the future and is already in the process of being established);
• The company’s partners: sole traders; self-employed persons; contractors; subcontractors; agents, and the persons they employ; trainees; volunteers (whether the legal relationship currently exists, has ceased to exist, or is intended to be established in the future, and is already in the process of being established).

2.2 Content of the notification

Information regarding any act or omission that is unlawful or suspected of being unlawful, or any other form of misconduct, may be reported via the whistleblowing scheme.

Unlawful acts may include, for example, corruption, abuse of power, money laundering, unfair competition, misuse of trade secrets, breaches of environmental regulations, conflicts of interest, workplace bullying, discrimination, breaches of the code of ethics, etc.

2.3 How to make a notification

The Company publishes its reporting platforms on its own website, at https://smpsolutions.hu.

• By post: 1138 Budapest, 47–49 Madarász Viktor Street, Block 2, 3rd floor.
• By email: visszaeles_bejelentes@smp.hu
• By telephone: +36 1 412 2540
• In person: Ádám Varga (HR Director)

Notifications may be made either in writing or verbally, as follows:

• Verbally
• – By telephone
• – In person
• In writing
• – Letter
• – Email

2.4 Investigation of reports

To ensure impartiality and independence, an ad hoc Ethics Committee comprising at least three members, appointed by the current HR Director, shall be established to handle and investigate the report in question. The members of the ad hoc Ethics Committee appointed in this way shall not be subject to instructions whilst carrying out their duties.

Reports are submitted to the current HR Director, who, based on the content of the report, appoints the members of the ad hoc Ethics Committee and forwards the report to them in such a way as to ensure that data security is maintained to the highest possible standard during transmission, in accordance with the provisions of this Code.

The Ethics Committee, which is responsible for operating the internal whistleblowing system, shall investigate the matters set out in the report as soon as circumstances permit, but no later than 30 days from the date of receipt of the report. In particularly justified cases, the deadline may be extended, provided the whistleblower is informed at the same time. In such cases, the whistleblower must be informed of the expected date of completion of the investigation and the reason for the extension. Even with an extension of the deadline, the investigation may not exceed 3 months.

The natural person in respect of whom the report has been made must be informed of the fact that a report has been made and of its content, as well as of their rights regarding the protection of their personal data. They must be given the opportunity to present their own case, either through a legal representative or by submitting evidence in their defence. The obligation to inform the person of the fact that a report has been made may only be waived if doing so would jeopardise the success of the proceedings.

The provisions relating to the right to information and the protection of personal data also apply to persons who may have relevant information regarding the matters set out in the report.

An investigation into the report may be waived if:

• the report was made by an unidentified person;
• it was not carried out by the person authorised to do so;
• a repeat notification with the same content submitted by the same notifier;
• any harm to the public interest or to a compelling private interest would not be proportionate to the restriction of the rights of the natural or legal person concerned by the report resulting from the investigation of that report.

Where a notification is omitted, only the substantive investigation may be omitted; SMP Solutions Zrt. is obliged to carry out the information-provision and administrative tasks.

During the investigation of a report, the validity of the circumstances set out in the report must be assessed, and measures must be taken that are appropriate to remedy the reported act. During the investigation, the complainant may be contacted at any time to provide additional details or clarifications, to clarify the facts of the case, or to provide further information.

If, on the basis of the report, there are grounds for initiating criminal proceedings, steps must be taken to lodge a criminal complaint. In the event that it is established that the report was made in bad faith, by providing false data and information, and that this has given rise to circumstances indicating the commission of a criminal offence or an administrative offence, the complainant’s personal data must be disclosed to the authorised body or person in accordance with the provisions of the data processing notice. Where it is probable that a report made in bad faith has caused unlawful harm or other infringement of rights to another person, the reporter’s personal data must be disclosed, upon request, to the body or person authorised to initiate or conduct the proceedings.

The operator of the whistleblowing system must inform the whistleblower in writing of the outcome of the investigation into the report or, if the report is not investigated, the reasons for this, the results of the investigation, and the measures taken or planned. Written notification may be omitted if the operator of the system has already informed the reporter verbally and the reporter has acknowledged this.

2.5 Protection of whistleblowers

Any measure that is detrimental to the whistleblower shall be deemed unlawful if it was taken as a result of the lawful making of a report.

An example of such a discriminatory measure is, for example,

• termination, suspension, collective redundancy;
• refusal to grant a promotion, refusal to provide training, negative performance appraisal;
• changes to job responsibilities, redeployment, changes to working hours, pay cuts;
• disciplinary measure, reprimand;
• coercion, intimidation, harassment, discrimination;
• failure to renew a fixed-term contract, or its premature termination;
• damage, damage to reputation, loss of business opportunities and loss of revenue;
• early termination or cancellation of a contract for the supply of goods or services;
• withdrawal of a licence.

In any administrative or judicial proceedings relating to a discriminatory measure, it must be presumed that the discriminatory measure was taken as a result of the complaint being lodged. The burden of proving that the discriminatory measure was lawful lies with the employer.

When making a report in accordance with the law, the reporter does not breach any duty of confidentiality and cannot be held liable in respect of access to the information, unless they have committed a criminal offence in obtaining or accessing it.

3. Final provisions

The labour inspectorate monitors compliance with the obligations relating to the establishment and operation of the whistleblowing system. Where the labour inspectorate identifies a shortcoming or a breach of the law, it may take administrative action in addition to imposing an administrative penalty. This includes, amongst other things, requiring the organisation to remedy the shortcomings or infringements and, if such a request proves unsuccessful, imposing an administrative fine.

The protection of personal data and the processing of such data shall be carried out in accordance with the provisions set out in the Privacy Notice.