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Whistleblowing channel

Whistleblower Channel Policy / Procedure

1.- Purpose and Scope 

The purpose of this document is to (i) develop the general principles applicable to the corporate whistleblowing and whistleblower protection system, as well as; (ii) define a specific procedure for the management of reports received through said system, in accordance with the provisions of sections h) and i) of article 5.2. of Law 2/2023, of 20 February, regulating the protection of persons who report regulatory infringements and the fight against corruption (hereinafter, "Law 2/2023").

The contents of this document are applicable to Albiñana & Suárez de Lezo, S.L.P. (hereinafter "Albiñana & Suárez de Lezo" or the "Firm"), as well as to all its (i) administrators; (ii) partners; (iii) directors; (iv) employees, and; (v) external collaborators when they provide their services in the name of, on behalf of and under the direction of the Firm; within the scope of their business, regardless of the type of contract that links them to Albiñana & Suárez de Lezo, the position they hold within the organisation or the place where they carry out their activity (hereinafter, collectively, the "professionals"). 

2. Whistleblowing channel and reporting obligations 

All Albiñana & Suárez de Lezo professionals are obliged to report, as a matter of priority, through the whistleblowing channel set up for said purpose, any event or behaviour that could constitute a breach of the legal provisions in force, internal regulations and procedures, or any other behaviour that could reveal the commission of an administrative or criminal offence, detected in the context of the performance of their professional activity.

The whistleblowing channel is managed in accordance with the requirements of Law 2/2023 to ensure high levels of independence and confidentiality in the handling of reports.
Likewise, the whistleblowing channel has been enabled to receive communications from third parties, such as suppliers, interns, job applicants, workers undergoing training, self-employed workers, contractors, subcontractors, or professionals whose relationship with Albiñana & Suárez de Lezo has already ended, as well as from the legal representatives of the workers in the exercise of their role regarding advice and support to the informant.

3. Report procedure 

Whistleblowers should complete the form attached as an Annex to this document and submit it:

  • by e-mail to canaldedenuncias@cms-asl.com; 
  • by postal mail, to the following address: Paseo de Recoletos 7-9 (CMS Albiñana & Suárez de Lezo), C.P. 28004, Madrid, for the attention of the Compliance Officer.

The whistleblower will choose whether to make the communication anonymously (by post) or to identify him/herself (either by e-mail or by post, at the choice of the whistleblower). However, in cases where the whistleblower wishes to provide his or her identity, such disclosure will be treated with the strictest confidentiality and may only be disclosed, where appropriate, to the judicial authority, the Public Prosecutor's Office or the competent administrative authority in the context of a criminal, disciplinary or sanctioning inquiry.

Finally, it should be noted that, at the whistleblower’s request, the report may also be carried out by means of a face-to-face meeting, within a maximum of seven days of the request.
In the event that the communication is sent through channels other than those established in this document (e.g., verbal communication to their line manager), the recipient of the information must immediately forward it through the Office's whistleblowing channel and must maintain the strictest confidentiality with respect to the events reported. In this regard, it is expressly noted that the breach of the duty of confidentiality is considered a very serious offence under Law 2/2023.

4. Report management and investigation 

Complaints will be managed by the Firm's Compliance Officer, who will be considered the System Manager for the purposes of the provisions of article 8 of Law 2/2023.

The Compliance Officer will inform the whistleblower, within a period of no more than seven days: (i) of the correct receipt of the communication, as well as; (ii) the rights he/she has derived from the report, unless this could jeopardise the confidentiality thereof. Communications addressed to the whistleblower shall be sent to the e-mail address, postal address or safe place indicated by such, unless he/she waives the right to receive such communications.

In the event that the report is made by means of a face-to-face meeting, it must be documented (i) with the consent of the whistleblower, by a recording of the conversation in a secure, durable and accessible format, or (ii) by means of a complete and accurate transcript of the conversation, where the whistleblower has the opportunity to verify, rectify and accept the transcript by signing it.
Once the report has been made, if it lacks essential information, or if additional information or clarifications are required, the Compliance Officer will contact the whistleblower, requesting him/her to provide all appropriate information.

Once the information is available, the Compliance Officer will carry out a preliminary analysis of the scope and circumstances of the report. If the preliminary analysis concludes that the complaint is manifestly unfounded, that the facts are openly implausible, or that it lacks the minimum seriousness, the matter will be closed and the person who submitted the report will be notified.

On the other hand, if this preliminary analysis reveals sufficient evidence, the Compliance Officer will begin an in-depth investigation of the reported events, which may be carried out internally or in collaboration with third parties, depending on the circumstances of the matter. In any case, if from the preliminary analysis it is deduced that the events may be indicative of a crime, the Public Prosecutor's Office, or the European Public Prosecutor's Office in the event that the facts affect the EU's financial interests, will be informed immediately.

During the investigation, the person against whom the report was filed or who is being investigated will have the right to be informed of the acts or omissions attributed to him or her. Such disclosure will take place at such time and in such manner as is considered appropriate to ensure the proper course of the investigation. The person reported or investigated will also be protected, as their identity is protected, and the events and data of the procedure will remain confidential. Likewise, the reported person will have the right to be heard and to provide such evidence as he/she deems appropriate.

The investigation will be carried out within a maximum period of three months from receipt of the report, or from the end of the seven-day period for acknowledging receipt of the report to the whistleblower, where no such acknowledgement has been made, except in cases of particular complexity, where the inquiry may be extended for up to a maximum of a further three months.
In any case, during the procedure, Albiñana & Suárez de Lezo will ensure respect for the presumption of innocence and the honour of the affected persons.

Finally, the Compliance Officer will draw up a report including, inter alia, the investigative measures carried out, their findings, and the conclusions drawn during their investigation.
The Compliance Officer will keep a logbook of the reports received and the internal investigations to which they have given rise, guaranteeing, in all cases, the confidentiality requirements surrounding this information.

5. Whistblower protection against retaliation 

Albiñana & Suárez de Lezo will guarantee, during and after the processing of the report:

  • Protection and prohibition of retaliation against a bona fide whistleblower. The Firm will
    investigate and sanction any kind of threat or act of discrimination, or harassment, as well as any other kind of negative action, formal or informal, attempted or achieved, against the whistleblower or a person close to such, as a consequence of the report filed1.
  • The confidentiality of the reports, establishing the appropriate mechanisms so that the reported person cannot access the information that may reveal the identity of the whistleblower. However, as mentioned in the third section of this document, the confidentiality of the report cannot be guaranteed in the event that the information must be notified to the judicial authority, the Public Prosecutor's Office or the competent administrative authority in the framework of a criminal, disciplinary or sanctioning investigation.

In addition, as a means of protection for whistleblowers, Albiñana & Suárez de Lezo will monitor the ordinary course of their professional activity in the two years following the filing of the report, including, among others: (i) that the working environment in which they carry out their duties is adequate; (ii) that they are offered the promotions that may apply to their position, productivity and seniority; (iii) that their remuneration is adequate and homogeneous to those who occupy similar positions, and; (iv) that they are not subject to unjustified sanctions due to the report.

For external whistleblowers, the above measures will be adapted and applied to the specific case in the most effective way to protect whistleblowers against any potential retaliation.

All acts of retaliation arising from the filing of an internal report will be prosecuted and sanctioned in accordance with the legal framework in force. Likewise, all Albiñana & Suárez de Lezo professionals are obliged to report any acts of retaliation of which they are aware through the internal whistleblowing channel.

Finally, and notwithstanding the provisions of the preceding paragraphs, Albiñana & Suárez de Lezo may take the appropriate legal action against the whistleblower in the event that he/she has filed a report (i) in bad faith, (ii) knowing it to be false, or (iii) in an abusive manner, for the sole purpose of benefiting from the protection measures provided for in this section.

Lastly, if the communication affects the Compliance Officer, he/she must step aside during its processing and until the matter is closed, where the Board of Directors of the Firm will be the acting body, as may be appropriate, in accordance with the above.

6. Protection of personal data

The processing of personal data carried out in the Reporting Channel to comply with the legally required obligations, as well as in application of this procedure, will be carried out in compliance with both national and European legislation on personal data protection and other applicable regulations.

Pursuant to the provisions of said legislation, the processing of personal data in the Reporting Channel will: (i) be limited to personal data necessary or with obvious relevance for the processing of specific information, and data collected by accident will be deleted without undue delay; (ii) be carried out in accordance with the authorisations provided for in the applicable legislation in force; (iii) require informing the data subjects on the processing of their personal data and that the reporting party’s identity is safeguarded and will not be disclosed to persons involved in the reported incident or any other person, except in the latter case of those necessary to comply with binding obligations; (iv) will be subject to the exercise of data protection rights, except for any application restrictions or limitations; (v) will comply with the applicable storing periods in each case, and (vi) will comply with any other legal requirements regarding the lawfulness of processing of personal data and with the obligations applicable to those involved in such processing.  

7. Other external reporting channels

Notwithstanding the preferential nature of Albiñana & Suárez de Lezo's whistleblowing channel, you may find information below, in accordance with article 9.2.b) of Law 2/2023, on other external information channels, linked to different authorities and bodies:

1  For the purposes of this document, and by way of example, the following are considered examples of retaliation (i) suspension of the employment contract, dismissal or termination of the employment or statutory relationship, including non-renewal or early termination of a temporary employment contract after the probationary period, or early termination or cancellation of contracts for goods or services, imposition of any disciplinary measure, demotion or denial of promotion and any other substantial modification of working conditions and failure to convert a temporary employment contract into a permanent one, where the employee had legitimate expectations that he/she would be offered a permanent job; (ii) damage, including reputational damage or financial loss, coercion, intimidation, harassment or ostracism; (iii) negative evaluation or references with respect to work or professional performance; (iv) blacklisting or dissemination of information in a particular sectoral area, which hinders or prevents access to employment or the procurement of work or services; (v) denial of training; (vi) discrimination, or unfavourable or unfair treatment; without prejudice to other behaviour that may also be considered retaliation under the laws in force from time to time.