Internal procedure for reporting breaches of law and taking follow-up actions at Grape Up Sp. z o.o. of Kraków
§ 1. PURPOSE OF THE PROCEDURE
- This Procedure has been developed in order to comply with the obligations of Grape Up Sp. z o.o. of Kraków resulting from:
- the Polish Law of 14 June 2024 on the Protection of Whistleblowers;
- 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.
- The purpose of this Procedure is to introduce an efficient system of reporting Breaches of Law at Grape Up Sp. z o.o. by means of laying down comprehensive regulations covering the reporting of Breaches of Law and diligent performance of Follow-Up Actions.
- The purpose of this Procedure is also to protect Whistleblowers against potential Retaliation, as well as to prevent the negative consequences of Breaches of Law at Grape Up Sp. z o.o. through early identification and removal of the reported irregularities.
§ 2. DEFINITIONS
When used in this Procedure, the following terms shall have the following meaning:
- Whistleblower – a natural person who reports or publicly discloses Information on Breaches acquired in a Work-Related Context, including:
a) an employee;
b) a temporary worker;
c) a person rendering work on a basis other than an employment relationship, including under a civil law agreement;
d) an entrepreneur;
e) a holder of procuration;
f) a shareholder or stockholder;
g) a member of a body of a legal person or an organization without legal personality;
h) a person rendering work under the supervision and management of a contractor, subcontractor, or supplier;
i) an intern;
j) a volunteer;
k) a trainee;
- Member of the Management Board – a person responsible for receiving Internal Reports;
- Follow-Up Action – an action taken by Grape Up in order to verify the truthfulness of the allegations made in a Report and to counteract the Breach of Law being the object of the Report, including but not limited to an investigation procedure, an inspection, administrative proceedings, an indictment, an action intended to recover funds, or closing proceedings carried out as part of this Procedure;
- Retaliation – a direct or indirect action or omission in a Work-Related Context caused by a Report or a Public Disclosure, which violates or could violate the rights of the Whistleblower or which causes or could cause unjustified harm to the Whistleblower, including groundless initiation of proceedings against the Whistleblower;
- Grape Up – Grape Up Sp. z o.o. of Kraków, ul. Hetmana Żółkiewskiego 17A, 31-539 Kraków, entered into the Register of Businesses, a part of the National Court Register, maintained by the District Court for Kraków-Śródmieście in Kraków, Division XI (National Court Register Cases), under number 0000513816, NIP (tax identification number): 945-217-93-09, REGON (statistical number): 123118640;
- Information on Breaches – information, including a reasonable suspicion, concerning an actual or potential Breach of Law that has occurred or will likely occur at Grape Up or information concerning an attempt to conceal such a Breach of Law;
- Feedback – information provided to the Whistleblower, concerning the planned or already taken Follow-Up Actions and the reasons for taking them;
- Work-Related Context – past, current, or future activities related to carrying out work under an employment relationship or another legal relationship being the basis for rendering work at or providing services to Grape Up, in connection with which Information on Breaches is acquired and a possibility of Retaliation exists;
- Breach of Law – an action or omission that is illegal or intended to circumvent the law, concerning:
a) corruption;
b) public procurement;
c) financial services, products, and markets
d )preventing money laundering and the financing of terrorism;
e) product safety and compliance;
f) transport safety;
g) environmental protection;
h) radiological protection and nuclear safety;
i) food and feedstuffs safety;
j) animal health and well-being;
k) public health;
l) consumer protection;
m) protection of privacy and personal data;
n) security of ICT networks and systems;
o) the financial interests of the State Treasury of the Republic of Poland, local governments, and the European Union;
p) the European Union’s internal market, including the principles of competition and state aid and the principles of taxation of legal persons;
q) constitutional freedoms and rights of man and of the citizen that exist in relationships between an individual and public authorities and are unrelated to the areas listed in a) trough p), above;
- Public Authority – chief and central government administration authorities, local authorities of government administration, bodies of local governments, other state authorities, and other entities carrying out, by operation of law, public administration tasks, competent to take Follow-Up Actions in the areas listed in § 2(8), above;
- Person Concerned – a natural person, a legal person, or an organization without legal personality that has legal capacity under statutory regulations, specified in a Report or a Public Disclosure as the perpetrator of a Breach of Law or as a person or entity the perpetrator of a Breach of Law is related to;
- Facilitator – a natural person who assists the Whistleblower in filing a Report or making a Public Disclosure in a Work-Related Context and whose assistance should not be disclosed;
- Person Related to the Whistleblower – a natural person who may suffer Retaliation, including an associate or a close one of the Whistleblower (i.e., spouse, ascendant, descendant, sibling, relative by affinity of the same line or degree, a person remaining in a relationship of adoption and his or her spouse, as well as a person remaining in cohabitation);
- People Operations Manager – the person responsible for receiving Internal Reports;
- Employee – a person carrying out paid-for work for Grape Up or rendering paid-for work on a basis other than an employment relationship, irrespective of what this basis may be;
- Procedure – this internal procedure of reporting Breaches of Law and taking Follow-Up Actions at Grape Up;
- GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons 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) (OJ L 119 of 2016, p. 1, as amended);
- Public Disclosure – an act of publicly disclosing Information on Breaches;
- Report – an Internal Report or an External Report;
- Internal Report – a report filed with Grape Up in accordance with § 4 of this Procedure;
- External Report – providing Information on Breaches to the Polish Ombudsman or a Public Authority.
§ 3. PROTECTION OF WHISTLEBLOWERS
- A Whistleblower shall enjoy the protection specified in this § 3 from the moment of filing a Report or making a Public Disclosure, provided that he or she had reasonable reasons to believe that the information being the object of the Report or the Public Disclosure was true at the moment of filing the Report or making the Public Disclosure and that it constituted Information on Breaches.
- No Retaliation, attempts at Retaliation, or threats of Retaliation may be made with respect to a Whistleblower.
- With respect to a Whistleblower, no Retaliation may be carried out, consisting in particular in the following actions, attempts at such actions, or threats of such actions:
a) refusal to establish an employment relationship or another legal relationship being the basis for carrying out paid-for work for Grape Up;
b) termination, with or without observing the notice period, of the employment relationship or another legal relationship being the basis for carrying out paid-for work for Grape Up;
c) termination of, with or without observing the notice period, or withdrawal from an agreement the Whistleblower is a party to, including but not limited to an agreement concerning the sale or delivery of goods or the provision of services;
d) refusal to execute a fixed-term employment contract or an open-ended employment contract following the termination of a trial period employment contract, refusal to execute another fixed-term employment contract, or refusal to execute an open-ended employment contract after the termination of a fixed-term employment contract—in a situation where the Whistleblower has a justified expectation that such a contract will be executed with him or her;
e) reduction of remuneration for work;
f) suspension of promotion or passing over during a promotion;
g) passing over when granting work-related benefits other than remuneration;
h) transferring to a lower position;
i) suspension in performing employee or official duties;
j) transferring the Whistleblower’s existing duties to another Employee;
k) negative change of workplace or working time;
l) negative evaluation of work or work results;
m) imposition or application of a disciplinary measure, including a financial penalty, or a similar measure;
n) coercion, intimidation, or exclusion;
o) mobbing;
p) discrimination;
q) unfavorable or unfair treatment;
r) suspension of participation in or passing over in selecting for participation in training seminars that improve professional qualifications;
s) unjustified referral to a medical check-up, including a psychiatric evaluation, unless separate legal regulations provide for such a possibility;
t) actions intended to make it difficult to find employment in the given sector or industry on the basis of a formal or informal sector or industry agreement;
u) imposition of an obligation, refusal to grant a right, restriction of a right, or deprivation of a right, including but not limited to a license, a permission, or a relief;
v) causing a financial loss, including an economic loss, or loss of income;
w) causing other non-financial damage, including a violation of personality rights, especially to the reputation of the Whistleblower.
- The protection referred to in § 3(3), above, shall not apply if:
a) the necessity or need for Grape Up to take the actions listed in § 3(3)(a)– (m), (r), (u), and (v) above, is a result of objective circumstances that are unrelated to the fact of reporting a Breach of Law;
b) the Whistleblower consciously reports false or misleading information;
c) the Whistleblower files the Report with respect to an area not covered by this Procedure.
- A person filing a Report while knowing that a Breach of Law did not take place shall be subject to the criminal liability specified in the Polish Law on Whistleblowers.
- The Whistleblower’s personal data allowing for identifying him or her shall not be disclosed to unauthorized persons, except:
a) if the Whistleblower expressly agrees to such disclosure;
b) in a situation where the disclosure of the Whistleblower’s details is a necessary and proportional obligation resulting from legal regulations, in connection with the investigations carried out by Public Authorities or preparatory or court proceedings carried out by courts, including in order to guarantee the Person Concerned with the right to defend.
- The protection referred to in this § 3 shall also apply to a Facilitator and a Person Related to the Whistleblower.
- Grape Up shall guarantee that this Procedure and the processing of personal data related to receiving Reports make it impossible for unauthorized persons to access the information contained in the Report and ensure the protection of the identity of the Whistleblower, the Person Concerned, and the third parties mentioned in the Report. This protection shall concern the information on the basis of which these persons could be directly or indirectly identified.
§ 4. INTERNAL REPORTING
- A person who holds Information on Breaches acquired in a Work-Related Context should file an Internal Report in accordance with this § 4. This person should act in good faith and in public interest, based on reasonable factual circumstances.
- An Internal Report may be filed:
a) openly, if the Whistleblower agrees to the disclosure of his or her identity;
b) confidentially, the Whistleblower does not agree to the disclosure of his or her details and these details are not disclosed;
c) anonymously, if the identity of the Whistleblower cannot be determined in any way.
- Grape Up provides the following channels for filing an Internal Report:
a) by e-mail, to complaints@grapeup.com, which may be accessed by the People Operations Manager and the Member of the Management Board; and
b) by sending a letter via regular mail to the following correspondence address: Grape Up Sp. z o.o., Hetmana Żółkiewskiego 17A, 31-539 Kraków, addressed to the People Operations Manager, with a note on the envelope reading “Internal report” or another similar note allowing for identifying the letter as an Internal Report.
- A Report filed via the channels specified in § 4(3), above, may be open, confidential, or anonymous.
- The above channels for filing an Internal Report are also available to counterparties, business partners, suppliers, and persons carrying out any activities for or on behalf of Grape Up.
- The persons authorized to receive Internal Reports are the Member of the Management Board and the People Operations Manager.
- In order to ensure efficient processing of Internal Reports, the People Operations Manager and the Member of the Management Board shall perform the following tasks:
a) receiving Internal Reports sent by e-mail;
b) communicating with the Whistleblower, including confirming the receipt of the Report within seven days of receiving it, unless the Whistleblower does not provide his or her contact details;
c) working with the Internal Commission in order to verify the information contained in the Internal Report;
d) maintaining the Register of Reports in accordance with § 7;
e) providing information and support with respect to the forms of filing an Internal Report.
- The Report should contain the following elements, provided that they are known to the Whistleblower:
a) a detailed description of the facts;
b) the date and place of the event or the date and place of acquiring information about the Breach of Law;
c) the personal data and the roles of the persons involved or the elements that could allow for their identification;
d) specification of the documents that could confirm the legitimacy of the reported facts;
e) specification of the person and/or organizational unit the Report concerns;
f) the address to which Feedback should be provided.
- Only the persons holding a written authorization from Grape Up may be permitted to receive and verify Reports, take Follow-Up Actions, and process the personal data of the Whistleblower, the Person Concerned, and the third parties mentioned in the Report. The authorized persons shall maintain confidentiality in terms of the information and personal data they acquire as part of receiving or verifying Reports and taking Follow-Up Actions, including after the termination of the employment relationship or another legal relationship under which they carried out that work.
- If the Breach of Law concerns the People Operations Manager, the Report should be sent to the registered office of Grape Up, with a note on the envelope reading “Do not open—to the hands of the Member of the Management Board of Grape Up”.
- A Whistleblower who wants to file a Report following the procedure specified in § 4(10), above, should provide a detailed description of the Breach of Law in the letter.
- The Employee or contractor responsible for handling correspondence shall immediately notify the Member of the Management Board about receiving correspondence with a note reading “Do not open—to the hands of the Member of the Management Board of Grape Up”, forwarding the correspondence without opening the envelope and reading its contents.
- Only the Member of the Management Board of Grape Up shall have access to correspondence marked as “Do not open—to the hands of the Member of the Management Board of Grape Up”.
- The Reports received in accordance with the procedure specified in § 4(10)–4(13) shall be processed in accordance with this Procedure, considering the need to maintain confidentiality.
§ 5. FOLLOW-UP ACTIONS
- The entity authorized to take Follow-Up Actions shall be the Internal Commission, which in each individual case shall be appointed by the Management Board of Grape Up. The Internal Commission shall be composed of the persons authorized by the Management Board who have the relevant competences to carry out Follow-Up Actions with respect to the specific Report and who guarantee impartiality and independence.
- In order to evaluate the truthfulness of the information contained in the Report and counteract the Breach of Law being the object of the Report, the Internal Commission shall carry out an investigation.
- If a Report is filed anonymously or if the Whistleblower does not provide a contact address, the Internal Commission shall carry out a preliminary analysis of the Report, verifying the circumstances described in the Report. If, following the preliminary analysis of the Report, it is determined that a Breach of Law may have taken place, the Internal Commission shall initiate an investigation. If the Report is groundless or impossible to verify, the Internal Commission shall not take any further actions with respect to the Report. Every Internal Report filed anonymously shall be entered into the Register of Internal Reports, in accordance with § 7 of this Procedure. If no further actions are taken with respect to a Report, the reasons for such a decision shall be specified in the Register of Internal Reports.
- The Employees of all of the departments of Grape Up shall cooperate with the Internal Commission to the extent necessary to determine the circumstances of and the person involved in behaviors that could constitute a Breach of Law. In particular, the Internal Commission may demand access to personal data, official e-mails, and other documents or resources necessary to determine if the behavior under examination constitutes a Breach of Law.
- In order to facilitate the Internal Commission in carrying out its tasks, Grape Up shall authorize the members of the Commission to process the personal data of the Employees of Grape Up to the necessary extent.
- The Internal Commission shall immediately present to the Management Board of Grape Up proposals of the Follow-Up Actions to be taken with respect to the perpetrator of the Breach of Law and recommendations intended to eliminate and prevent future Breaches of Law as well as to eliminate or minimize the risk of putting Grape Up at risk of damage caused by the Breach of Law.
- The investigation should be carried out in a manner allowing for collecting evidence that may be a basis for the Management Board of Grape Up to make decisions and, in specific cases, also for the relevant state authorities to process the case further.
- The investigation should be initiated without undue delay and Feedback, including the results of the investigation, should be provided to the Whistleblower within not more than three months, unless the Whistleblower does not specify a contact address.
- If the behavior under examination is likely to be considered a Breach of Law, the Management Board of Grape Up shall be immediately notified.
- The final evaluation of the evidence presented by the Internal Commission shall be made by the Management Board of Grape Up. On the basis of that evaluation, the Management Board of Grape Up shall make the relevant decisions and take the relevant actions, including but not limited to reorganization and disciplinary actions. In justified cases, the Management Board of Grape Up shall decide to forward the information and the evidence collected to the relevant state authorities.
§ 6. EXTERNAL REPORTING
- A Whistleblower may file an External Report without filing an Internal Report first, especially if:
a) by the deadlines for taking Follow-Up Actions and providing Feedback, as specified in this Procedure, Grape Up fails to take Follow-Up Actions or provide the Whistleblower with Feedback; or
b) the Whistleblower has justified reasons to believe that the Breach of Law may be a direct or obvious threat to public interest, including but not limited to a risk of irreversible damage; or
c) filing an Internal Report would put the Whistleblower at risk of Retaliation; or
d) in the case of an Internal Report, there is a low probability of Grape Up efficiently counteracting the Breach of Law due to the special circumstances of the case, such as the possibility of concealing or destroying evidence, collusion between Grape Up and the perpetrator of the Breach of Law, or Grape Up being involved in the Breach of Law.
- External Reports are received by the Polish Ombudsman or by a Public Authority if the report concerns a Breach of Law in an area for which this Authority is competent (e.g. the Polish Financial Supervision Authority, the Polish Office for the Protection of Competition and Consumers, the General Inspector for Financial Information).
- If the External Report contains Information on Breaches, the Polish Ombudsman shall immediately, within not more than 14 days of receiving the Report, forward the Report to the Public Authority competent to take Follow-Up Actions.
- An External Report shall be filed with a Public Authority in accordance with that Authority’s procedure for receiving External Reports and taking Follow-Up Actions.
§ 7. REGISTER OF REPORTS
- Internal Reports shall be registered in the Register of Internal Reports maintained in an electronic form by the People Operations Manager. The Register of Internal Reports concerning the People Operations Manager shall be maintained separately by the Member of the Management Board, with no involvement from the People Operations Manager.
- The Register of Internal Reports shall contain at least:
a) the number of the Report;
b) the object of the Breach of Law;
c) the personal data of the Whistleblower, unless the Report is anonymous;
d) the personal data of the Person Concerned;
e) the Whistleblower’s contact address, unless none has been provided;
f) the date of filing the Internal Report;
g) information concerning the Follow-Up Actions taken;
h) the date of closing the case.
- Only the following persons and entities shall have access to the Register of Internal Reports:
a) the Management Board of Grape Up, except where the Report concerns a Member of the Management Board—in such a case, the other Members of the Management Board shall have access to the Register of Internal Reports;
b) the People Operations Manager, except where the Report concerns the People Operations Manager;
c) state authorities authorized to take actions in connection with the Breach of Law (law enforcement authorities, courts).
- The Register of Internal Reports shall be maintained in compliance with the principles of confidentiality.
- Personal data and other information contained in the Register of Internal Reports shall be stored for three years from the end of the calendar year in which the Follow-Up Actions were completed or the proceedings initiated as a result of these Actions were completed.
§ 8. PUBLIC DISCLOSURE
- A Whistleblower making a Public Disclosure shall be subject to protection if he or she:
a) files an Internal Report followed by an External Report and Grape Up and then the Public Authority, by the deadline for providing Feedback, does not take the relevant Follow-Up Actions and does not provide the Whistleblower with Feedback, or
b) files an External Report without filing an Internal Report first and the Public Authority, by the deadline for providing Feedback specified in its internal procedure, does not take the relevant Follow-Up Actions and does not provide the Whistleblower with Feedback,- unless the Whistleblower does not provide a contact address to which Feedback should be sent.
- A Whistleblower making a Public Disclosure shall be subject to protection also if he or she has justified reasons to believe that:
a) the Breach of Law could constitute a direct or obvious threat to public interest, especially if there is a risk of irreversible damage, or
b) filing an External Report would put the Whistleblower at a risk of Retaliation, or
c) in the case of an External Report, there is a low probability of efficiently counteracting the Breach of Law due to the special circumstances of the case, such as the possibility of concealing or destroying evidence, collusion between the Public Authority and the perpetrator of the Breach of Law, or the Public Authority being involved in the Breach of Law.
§ 9. PERSONAL DATA PROTECTION
- The process of receiving and verifying the Reports, taking Follow-Up Actions, and the related processing of personal data shall be organized in a manner preventing unauthorized persons from obtaining access to the information covered with the Report and guaranteeing protection of the identity of the Whistleblower, the Person Concerned, and the third parties mentioned in the Report. This protection shall concern the information on the basis of which these persons could be directly or indirectly identified.
- The persons authorized to receive and verify Reports, take Follow-Up Actions, and process personal data in connection with the examination of a Report shall keep strictly confidential all of the facts learned in the course of these actions and in connection with them. The authorized persons shall maintain confidentiality in terms of the information and personal data they acquire as part of receiving or verifying Reports and taking Follow-Up Actions, including after the termination of the employment relationship or another legal relationship under which they carried out that work.
- At the same time, the persons referred to in § 9(2) shall receive a written authorization from Grape Up to carry out actions related to receiving and verifying Reports, taking Follow-Up Actions, and processing personal data in connection with the examination of the Reports.
- Grape Up shall guarantee that the persons responsible for carrying out the actions covered with this Procedure are trained in terms of the obligation to keep confidential the information they have access to in connection with performing these tasks.
- All of the information and documents collected in connection with examining a Report should be stored using the relevant security measures that make it impossible for unauthorized persons to learn their contents.
- The personal data processed in connection with accepting the Report or taking Follow-Up Actions and the documents related to that Report shall be stored by Grape Up for three years from the end of the calendar year in which the Follow-Up Actions were completed or the proceedings initiated as a result of these Actions were completed.
- After the end of the storage period specified in § 9(6), above, Grape Up shall erase personal data and destroy the documents related to the Report. The personal data that is irrelevant for the examination of the Report shall not be collected, and if accidentally collected, it shall be immediately erased. The erasure of this personal data shall take place not later than within 14 days of determining that it is irrelevant for the case.
§ 10. FINAL PROVISIONS
- The matters not regulated in this Procedure shall be governed by the generally applicable legal regulations, including but not limited to the relevant provisions of 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.
- This Procedure comes into effect on 25th of October 2024, seven days after being notified to the Employees.