Whistleblower

Procedure dealing with reporting suspected wrongdoing or irregularity, 'whistleblower procedure'

SES LLC in its function as employer and having regard to the importance that SES management attaches to conducting a sound integrity policy and as part of this, to an accurate whistle blower policy, adopts the following procedure:

1. Definitions

For the purposes of this procedure, the following definitions shall apply:

employee: person which, pursuant to an employment contract under civil law, performs or has performed work for SES LLC;

employer: SES LLC;

suspicion of wrongdoing: the suspicion of an employee that there is an abuse within the organization in which he works or has worked or at another organization if he has come into contact with that organization as a result of his work, insofar as:

presumption of an irregularity: a suspicion based on reasonable grounds of an irregularity with regards to a general, operational or financial matter that occurs within the organization and is so serious that it falls outside the regular work processes and exceeds the responsibility of the direct supervisor;

advisor means a person who has a duty of confidentiality by virtue of his duties and who is consulted by an employee in confidence on a suspicion of wrongdoing;

confidential advisor or advisor in confidence means the person appointed to act as such for the organization of the employer; the contact details of the designated confidential advisor can be found on SES SharePoint;

notification means the notification of a suspicion of wrongdoing or irregularity according to this procedure;

reporting person means the employee who has reported a suspicion of wrongdoing or irregularity according to this procedure;

top-level management means the body or person ultimately responsible for the day-to-day management of SES LLC;

contact person the person designated by the top-level management after receipt of the notification, in consultation with the reporting person, acting as a contact person with regards to preventing disadvantages for the reporting person or other persons involved in the notification.

2. Information, advice and support for the employee

An employee can consult an advisor in confidence about a suspicion of wrongdoing.

In accordance with paragraph 1, the employee may request information, advice and support from the confidential advisor regarding the suspicion of wrongdoing.

3. Internal reporting by an employee of the employer

An employee with a suspicion of wrongdoing or irregularity within the organization of his employer can report this to any manager who holds a higher position hierarchically within the organization than he does. If the employee has a reasonable suspicion that the top-level management is involved in the suspected wrongdoing or irregularity, he may also make the report to the internal supervisory body. In that case, the rules for 'top-level management' should read 'the internal supervisory body'.

The employee can also report the suspicion of an abuse or irregularity within the organization of his employer through the confidential advisor. The confidential advisor shall, in consultation with the employee, forward the report to a manager as referred to in the previous paragraph or the internal supervisory body.

4. Protection of the reporter against disadvantages

The employer shall not put at disadvantage the reporting person for its proper and in good faith reporting of a suspicion of wrongdoing or irregularity to the employer or any other external third party.

The disadvantage referred to above has the meaning of an adverse measure as described below, but not limited to:

A disadvantage as referred to above shall also exist if there is a reasonable ground to hold the reporting person accountable for its performance or an adverse measure as described above against him, whereas the measure taken by the employer is not proportional to the ground stated.

The employer ensures that managers and colleagues of the reporting person refrain from any form of disadvantageous behaviour vis a vis the reporting person which hinders their professional or personal functioning. This includes the following actions but not exclusively:

The employer will address those employees who are guilty of harming the reporting person and may impose a warning or disciplinary action on them.

5. Countering the disadvantage for the reporting person

The contact person designated shall discuss without delay, together with the reporting person, which risks of potential disadvantages could arise and what the employee can do if he considers there is disadvantageous behaviour. The contact person shall ensure that this is laid down in written and submit the record to the reporting person for approval and signature.

If the reporting person considers there has been a disadvantage, he or she may discuss this without delay with the contact person. The contact person and the reporting person shall also discuss which measures can be taken to prevent any type of disadvantage. The contact person will put this in writing and the record will be submitted for approval and signature to the reporting person. The contact person shall forward the report without delay to the top-level management of SES LLC. The reporting person will receive a copy of this notification.

If the reporting person considers there has been a disadvantage, he or she may discuss this without delay with the contact person. The contact person and the reporting person shall also discuss which measures can be taken to prevent any type of disadvantage. The contact person will put this in writing and the record will be submitted for approval and signature to the reporting person. The contact person shall forward the report without delay to the top-level management of SES LLC. The reporting person will receive a copy of this notification.

6. Protection of other persons involved against disadvantages

a) The employer shall not penalize the advisor employed by the employer because of his role as an advisor to the reporting person.

b) The employer shall not penalize the confidential advisor because of performing the duties and tasks as confidential advisor.

c) The employer shall not penalize the contact person because of performing his duties and tasks as described in this procedure.

d) The employer shall not put at disadvantage the investigators employed by the employer for the performance of the tasks described in this procedure.

e) The employer shall not put at disadvantage an employee who is heard by the investigators in connection with making a statement in good faith.

f) The employer shall not put at disadvantage any employee in connection with providing documents to the investigators that he reasonably believes are of interest for the investigation.

7. Confidential handling of the notification and the identity of the reporting person

The employer shall ensure that the information about the notification is kept in such a way that it is physically and digitally accessible only to those persons who are involved in the procedure of the notification.

All persons involved in the procedure of the notification will not disclose the identity of the reporting person without the express written consent of the reporting person and treat the information about the notification and all related circumstances confidentially.

If the suspicion of wrongdoing or irregularity has been reported via the confidential advisor and the reporting person has not given permission to disclose his identity all correspondence about the notification is sent to the confidential advisor and the confidential advisor shall forward this to the reporting person without delay.

All persons involved in the procedure of the notification will not disclose the identity of the confidential advisor without the express written consent of the reporting person and the confidential advisor.

8. Recording, forwarding and acknowledgement of receipt of the internal report

1) If the employee reports a suspicion of wrongdoing or irregularity verbally to a manager or provides a written explanation to the verbal notification, the manager, in consultation with the reporting person, shall ensure and record this in writing and submit it for approval and signature to the reporting person. The reporting person will receive a copy of this statement.

2) If the employee reports a suspicion of wrongdoing or irregularity verbally through the confidential advisor or provides a written explanation to the verbal notification, the confidential advisor, in consultation with the reporting person, shall ensure and record this in writing and submit it for approval and signature to the reporting person. The reporting person will receive a copy of this statement.

3) The manager to whom the notification has been made shall immediately forward the notification to the top-level management within the employer's organization.

4) If the reporting person or the manager to whom the notification has been made has a reasonable suspicion that the top-level management is involved in the suspected wrongdoing or irregularity, the manager shall immediately forward the notification to the internal supervisory body within the employer's organization. In that case, the rules for "the top-level management" shall also apply for "the internal supervisory body".

5) Upon receipt of the notification the top-level management shall immediately send a confirmation of receipt of the notification to the reporting person. The confirmation of receipt shall contain a factual description of the notification, the date it was received and a copy of the notification.

6) Upon receipt of the notification, the top-level management, in consultation with the reporting person, shall immediately appoint a contact person with regards to preventing disadvantageous behaviour as described above.

9. Handling of the internal report by the employer

1) The top-level management shall arrange for an investigation with regards to the reported suspicion of a wrongdoing or irregularity, unless:
(a) the presumption is not based on reasonable grounds; or (b) it is clear in advance that the notification does not relate to a presumption of a wrongdoing or irregularity.

2) If the top-level management decides not to conduct an investigation, he shall inform the reporting person in writing within two weeks after the notification. In doing so, the top-level management will also indicate on which basis it considers the presumption is not based on reasonable grounds, or that it is clear in advance that the notification does not relate to a suspicion of wrongdoing or irregularity.

3) The top-level management shall assess whether an external body as referred to in Article 13 of the procedure must be informed of a reported suspicion of a wrongdoing or irregularity. If the employer notifies an external body, the top-level management will send a copy of this to the reporting person.

4) The top-level management tasks the investigation to internal investigators who are independent and impartial, and under no circumstances have any involvement in the suspected wrongdoing or irregularity.

5) The top-level management shall inform the reporting person in writing and without any delay that an investigation has been initiated and by whom the investigation is being conducted. Therefore, the top-level management will send a copy of the investigation order to the reporting person, unless serious objections exist.

6) The top-level management shall inform the persons to whom the notification relates about the notification and about notifying an external body as referred to in clause 3 of this paragraph 3, unless the investigative interest may be harmed.

10. Execution of the investigation

1) The investigators shall give the reporting person the opportunity to be heard. The investigators will ensure the hearing is recorded and submitted for written approval and signature to the reporting person.

2) The investigators can decide to also hear other another person. The investigators will ensure the hearing is recorded and submitted for written approval and signature to the other person.

3) The investigators are empowered to take notice of all documents within the employer's organization and to request such information as they reasonably deem necessary to conduct the investigation.

4) Employees are allowed to provide the investigators with any document which they reasonably consider to be necessary for the investigators in the context of the investigation.

5) The investigators will issue a draft investigation report and provide the reporting person the opportunity to comment, unless there are serious objections to this.

6) The investigators subsequently will issue the investigation report and send a copy thereof tot the reporting person, unless there are serious objections to this.

11. Employer's point of view

1) The top management shall inform the reporting person within eight weeks of the notification in writing about their position regarding the reported presumption of a misconduct or irregularity. He shall also indicate the steps to which the notification has led to.

2) In case it becomes clear that the employer is not able to take a position within the time limit set, the top-level management shall inform the reporting person in writing about this. In addition, the period within which the reporting person may receive the employer’s point of view shall be indicated. If, as a result, the total period exceeds twelve weeks, the employer will indicate why a longer term is necessary.

3) Upon completion of the investigation, the top-level management shall assess whether the notification and the employer’s point of view should be brought to the attention of an external person or authority as referred to in Article 13 of this procedure. If the employer notifies an external authority, he shall provide the reporting person with a copy thereof, unless there are serious objections to this

4) The persons to whom the report relates shall be notified in a similar manner as the reporting person pursuant to clause 1 to 3, unless the investigative interest or the enforcement interests may be harmed as a result.

12. Adversarial hearing with regards to the investigation report and the employer's position

1) The employer gives the reporting person the opportunity to take notice of the investigation report and the employer’s position.

2) If the reporting person’s response to the investigation report or the employer's point of view indicates in a substantiated way that the suspicion of an irregularity or wrongdoing has not been properly investigated or that the investigation report or the employer's position shows material inaccuracies, the employer shall conduct a new or an additional investigation. On this new or additional investigation, Articles 9 to 11 shall apply mutatis mutandis.

(3) If the employer has informed an external body as referred to in Article 13, it shall also send the aforementioned response of the reporting person and the employer's position in this regard to the external body. The reporting person will receive a copy of this.

13. External notification

1) After making an internal report of a suspicion of wrongdoing, the reporting person can make an external report if:
(a) the reporting person disagrees with the position referred to in Article 11 and considers the presumption has been wrongly dismissed;
(b) the reporting person has not received an opinion within the time limit referred to in Article 11.

2) The reporting person can immediately make an external report of a suspicion of wrongdoing if the prior making of an internal report cannot reasonably be asked of him. This is the case if it is required by law or if the following cases apply:

3) The reporting person can make the external report to an external body that is the most eligible according to the reasonable judgment of the reporting person. An external body is defined as:

4) If, in the reasonable opinion of the reporting person, the social interest outweighs the employer's interest in confidentiality, the reporting person can also issue the external report to an external third party who, in its reasonable judgment, may be deemed capable of eliminating or lifting the suspected wrongdoing.

14. Internal and external investigation into the detriment of the reporter

1) The reporting person who believes there is a disadvantage in connection with making a notification of a suspicion of wrongdoing may request the top-level management to investigate the way in which he is treated within the organization.

2) Articles 9 to 12 shall apply mutatis mutandis.

3) The reporter may also request an external body to investigate the employer's attitude towards him following the notification of a suspicion of wrongdoing

15. Publication, reporting and evaluation

1) The top-level management shall ensure that this procedure is published on the intranet and is provided on request to internal or external stakeholders who do not have access to the intranet (anymore).

2) The top-level management shall draw up an annual report on the policy relating to the reporting of suspected wrongdoings and irregularities and the implementation of this procedure. This report shall contain at least the following:

16. Entry into force of the procedure

1) This procedure shall enter into force on 1^st July 2023.

2) The procedure is cited as the procedure for dealing with the reporting of a suspicion of wrongdoing or irregularity at SES LLC, or as the “whistleblower procedure”.