Reporting policy

Mutual trust and integrity are essential principles of Briddge’s operations. This reporting policy serves to uphold that integrity framework. This policy has been agreed upon with the Works Council and changes made to it require the consent of the Works Council.

Briddge highly values the open and informal working culture of its workplace. It is stressed Employees should feel free to seek the resolution of issues or irregularities that they may come across in their work openly and directly with anyone involved. However, to ensure that a more formal approach to resolve irregularities can be taken or issues of a sensitive nature can be resolved confidentially, while also ensuring that Employees reporting on any issue are not disadvantaged in any way due to their reporting, this reporting policy serves as a necessary complement to such informal resolution.

Notwithstanding the freedom of Employees to report on any issues, Irregularities or Wrongdoings to External Bodies competent to deal with such reports, Employees are encouraged to engage in the internal reporting structure of Briddge firstly. By doing so, the possibility of confrontation can be more easily avoided, while it also enables Briddge to respond more promptly to the problems the Employee may seek to address.

To facilitate Employees willing to resolve any issues, Irregularities or Wrongdoings in a safe and fair environment, Employees are encouraged to consult the Confidential Counsellor (Vertrouwenspersoon) before taking any steps. The Employee may also contact the Dutch Whistleblowers Authority (Huis voor Klokkenluiders) for information, advice and support with respect to their Concerns about Wrongdoings, or seek out an advisor to consult confidentially.

In this policy the following definitions shall apply:

1. Employee: any person who carries out or has carried out work for Briddge, whether on a definite or indefinite contract, and/or any person who carries out or has carried out work for Briddge otherwise than pursuant to an employment relationship, and/or any person that has come into contact with Briddge through their work-related activities and who have Concerns about Wrongdoings or Irregularities within Briddge;

2. Employer: Briddge B.V., a company with limited liability duly incorporated under the laws of the Netherlands, which has work carried out or has previously had work carried out under an employment contract governed by civil law and/or has work carried out or has previously had work carried out otherwise than pursuant to an employment relationship;

3. Concerns about Wrongdoings: the Concerns of an Employee that wrongdoing exists within Briddge or in another organisation (if Employee came into contact with that organisation through work-related activities for Briddge) or the Concerns of an Employee of any organisation that came into contact with Briddge through work-related activities that wrongdoing or Irregularities exist within Briddge where:

   a) the Concerns are based on reasonable grounds, and arose from knowledge acquired by the Employee in the course of their work for their Employer or from knowledge acquired by the Employee through work activities within another company or organisation;

   and the Concerns are about:
   (b1) Violation or the threat of Violation of EU law (b2) (in)action that affects the public interest as:

   1° a violation or the threat of a violation of a breach (or impending breach) of a statutory requirement, including any criminal offence (or impending criminal offence) or of any rule other than a statutory requirement or

   2° a risk (or impending risk) to public health, to human safety, of environmental damage, to the proper functioning of public services due to an improper way of taking action or failure to act, of a waste of government funds or of deliberate withholding, destruction or manipulation of information concerning the matters described above;

4. Violation of EU law: (in)action or impending (in)action that either is or will be a) in breach of EU law or b) subverts the purpose or application of EU law

   1. in the areas of (i) public procurement; (ii) financial services, products and markets, and prevention of money laundering and terrorist financing; (iii) product safety and compliance; (iv) transport safety; (v) protection of the environment; (vi) radiation protection and nuclear safety; (vii) food and feed safety, animal health and welfare; (viii) public health; (ix) consumer protection; (x) protection of privacy and personal data, and security of network and information systems, or;

   2. affecting the financial interests of the Union as referred to in Article 325 TFEU and as further specified in relevant Union measures, or;

   3. relating to the internal market, as referred to in Article 26(2) TFEU, including breaches of Union competition and State aid rules, as well as breaches relating to the internal market in relation to acts which breach the rules of corporate tax or to arrangements the purpose of which is to obtain a tax advantage that defeats the object or purpose of the applicable corporate tax law.

5. Concerns about Irregularities: a concern based on reasonable grounds about an internal deficiency or injustice of a general, operational or financial nature that arises in respect of a matter for which Briddge is responsible and which is sufficiently serious that it is not covered by the standard working procedures and exceeds the responsibility of the immediate manager;

6. Confidential Counsellor (see chapter 12 of the Employee Handbook): the person appointed to act as Confidential Counsellor for Employer. Briddge’s in-house Confidential Counsellors are Peter de Groot, peter@briddge.com, and Petra Benach, petra@briddge.com. The external Confidential Counsellor is Terry Welboren, terry@atarbo.nl (085-0221463)

7. Dutch Whistleblowers Authority: the Dutch public authority that provides advice and support for Reporters of Wrongdoings or Irregularities and can conduct investigations into Wrongdoings or Irregularities or into the disadvantaging of Employees due to reporting on a wrongdoing or breach of EU law.

8. Report: a Report of Concerns about Wrongdoings or Concerns about Irregularities pursuant to this policy;

9. Reporter: the Employee who has reported Concerns about Wrongdoings or Irregularities pursuant to this policy;

10. Management: the body or persons responsible for the daily Management of the Employer’s organisation;

11. Internal Supervisory Body: the body consisting of or appointed by the members of the Works Council taking on the role of Lead Investigator in cases where no member of Management can be reasonably believed to be impartial with regard to the reported Wrongdoings or Irregularities;

12. Lead Investigator: the (representative of) Management or the Internal Supervisory Body responsible for investigating the reported Wrongdoings or Irregularities;

13. Contact Person: the person appointed as the Contact Person by the Lead Investigator, in consultation with the Reporter, after receiving the Report and with the aim of preventing unfair treatment;

14. Investigators: those persons whom the Lead Investigator appoints to carry out the investigation into the Wrongdoings or Irregularities;

15. External Body: any body or organisation (or representative thereof) that can reasonably believed to be capable of directly or indirectly resolving or bringing about the resolution of the suspected Wrongdoings or Irregularities;

16. Confidential Information or Materials: any non-public information that Employer specifically has marked and designated, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential or which

Employee created or produced, solely or with others, in the course of performing their duties for Employer. “Confidential Information” includes but is not limited to: internal information pertaining to Employer’s products, services, research, descriptive material, specifications, intellectual property rights, software, sales and customer information, personal data the company processes on behalf of its clients, business plans, policies or practices, information received from others that Employer is obligated to treat as confidential and other materials and information of a confidential nature. All tangible materials containing Confidential Information are considered Confidential Materials, including without limitation drawings, charts, graphs, other written or printed documents, and computer storage media.

Procedure for reporting Concerns about Wrongdoings or Irregularities

Lodging an internal report

Any Employee of Briddge who has Concerns about Wrongdoings or Irregularities within Briddge or an organisation they came into contact with through their work-related activities for Briddge may make a Report of this to any manager holding a higher position than their own. The Reporter may also make a Report of Concerns about Wrongdoings within the organisation via a Confidential Counsellor. The Report can be submitted in writing or orally, either by telephone, any voice-messaging system, or by requesting an appointment at a specific location within a reasonable term. The Reporter shall receive confirmation that their Report was received within 7 calendar days after the Report was filed.

After receiving the Report, it is the responsibility of the manager or Confidential Counsellor to ensure the confidentiality of the Reporter or any third persons mentioned in the Report, before passing the Report on to (a representative of) Management for the Concerns of Wrongdoings or Irregularities in it to be investigated. The person to which the Report is passed on becomes the Lead Investigator for the investigation into the reported Irregularities or Wrongdoings. The Reporter is consulted in this step, because in the case when the Reporter has a reasonable suspicion that Management is involved in the suspected Wrongdoings or Irregularities, it may be necessary to pass on the Report to the Internal Supervisory Body instead. In that case, the term “Lead Investigator” in this policy should be understood to mean “Internal Supervisory Body”. Initially, the role of this body is taken up by the Works Council who, after reviewing the Report can exercise its ability to set up a committee for the fulfilment of the tasks of the Internal Supervisory Body. The Works Council will outline the commission’s tasks, composition, competences and procedures as required by article 15 of the Wet op de Ondernemingsraden (“Wet OR”). In such a case, while meeting the requirement to notify the Employer of the formation of a committee by the Works Council (article 15(1) Wet OR), all necessary efforts are made to ensure the confidentiality of the Reporter and/or any third party involved in the reporting of Wrongdoings or Irregularities. This procedure also applies to any Employee of another organisation (including interims, temps, or freelancers) who has come into contact with Briddge through their work-related activities and who has Concerns about Wrongdoings or Irregularities within Briddge. To accommodate these persons, this policy will be made available on Briddge’ s website.

Confidentiality

The Employer shall ensure that the information concerning the Report is stored in such a way that it is only physically and electronically accessible to the persons involved in dealing with this Report.

No person involved in dealing with a Report shall disclose the identity of the Reporter or of third persons in their personal sphere or of any third party involved in the reporting of Wrongdoings or Irregularities without explicit written consent and each such person shall deal confidentially with any information concerning the Report.

If Concerns about Wrongdoings or Irregularities are reported and the Reporter has not given permission for their identity to be disclosed, all correspondence regarding the Report, including it being passed on to the Lead Investigator, shall take place through the Confidential Counsellor as a go-between, who shall pass on any returning correspondence to the Reporter immediately.

Handling of the Report

If an individual makes a Report of Concerns about wrongdoing to a manager or Confidential Counsellor verbally or gives a verbal explanation of a written Report, that manager or Confidential Counsellor shall, in consultation with the Reporter, ensure that a durable and retrievable recording is made or that the conversation is recorded in writing and, if so, will present a copy of this written record to the Reporter

for correction, approval and signature. The Report, recording, or written record of the Report shall be stored in a registry inaccessible to non-authorised persons. A copy of the record shall be given to the Reporter. The records of a Report are to be stored for as long as is necessary to comply with the requirements imposed by law.

The Lead Investigator shall immediately send the Reporter confirmation that the Report has been received. Following receipt of the Report the Lead Investigator shall, in consultation with the Reporter, immediately appoint a Contact Person with the aim of preventing unfair treatment.

Investigation

The Lead Investigator shall set up an investigation into the reported Concerns about Wrongdoings or Irregularities unless:

a) the Concerns are not based on reasonable grounds, or
b) it is clear at the outset that the matter reported does not involve Concerns about Wrongdoings or Irregularities.

If the Lead Investigator decides not to set up an investigation, the Reporter should be informed of this in writing within two (2) weeks following the Report. This communication shall also state the reasons why the Lead Investigator believes that the Concerns are not based on reasonable grounds or that it is clear at the outset that the matter reported does not involve Concerns about Wrongdoings or Irregularities.

The Lead Investigator can decide that an External Body needs to be informed about the Report. If the Employer informs an External Body, the Lead Investigator shall send the Reporter a copy of this communication, unless there are weighty reasons not to do so.

The Lead Investigator shall outline the scope of the investigation and, in case the investigation will not be conducted by the Lead Investigator, assign it to Investigators who are independent and impartial. When assigning Investigators, the Lead Investigator shall ensure persons who may be or may have been involved in the suspected Wrongdoings or Irregularities are excluded. The Lead Investigator shall inform the Reporter immediately in writing that an investigation has been set up and share the identities of the persons carrying out the investigation. The Lead Investigator shall enclose with this communication a copy of the investigation assignment, unless there are weighty reasons not to do so.

Persons to whom a Report relates shall be informed by the Lead Investigator about the Report or about an External Body being informed, unless this can reasonably be expected to have a detrimental effect on the Investigation.

Carrying out the investigation

The investigator(s) shall give the Reporter the opportunity to voice their Concerns. The investigator(s) may also interview other persons. The investigator(s) shall ensure that all interviews are recorded in writing and will present this written record to the individuals for approval and signature. A copy of the record shall be given to the individual concerned.

The investigator(s) may request and consult any documents within Briddge that can reasonably be considered to be necessary to carry out the investigation.

After the interviews, the investigator(s) will prepare a draft investigation report and give the Reporter the opportunity to comment on that Report, unless there are weighty reasons not to do so.

The investigator(s) shall then approve the final investigation report and turn it over to the Lead Investigator. They will send the Reporter a copy of that report, unless there are weighty reasons not to do so.

Investigation results

The Lead Investigator shall share the results of the investigation with everyone in Management (unless there are weighty reasons not to do so), whereupon Management is to decide on the steps that are to be taken in response to the findings of the investigation. The Reporter is to be informed about the findings of the investigation and the steps that are to be taken (if any) as a result of the Report within three months of the initial confirmation to the Reporter that their Report was received.

If it becomes clear that this timeline is too tight to come to a conclusion and communicate this, the Lead Investigator shall notify the Reporter of this in writing, within three months of the initial confirmation to the Reporter that their Report was received. This communication will state the period within which the Reporter can expect to be informed of the position adopted. If as a result of this extension the total period exceeds twelve weeks, it will also state the reasons why a longer period is necessary.

Following the conclusion of the investigation, the Lead Investigator can decide whether an External Body needs to be informed about the report on the investigation following the Report and its results, and on the steps Management decided to take in response. If the Lead Investigator informs an External Body, the Reporter shall be sent a copy of this communication, unless there are weighty reasons not to do so.

The persons to whom the Report relates will receive notifications corresponding to those received by the Reporter, unless this could have a detrimental effect on the investigation or on enforcement.

Figure 1: the internal reporting process

Recourse for Reporter

The Reporter shall have the opportunity to comment on the investigation report and the position of the Employer.

If in response to the investigation report or the position of the Employer the Reporter states, giving reasons, that the Concerns about Wrongdoings or Irregularities have not actually been investigated or have not been investigated properly, or that there are fundamental inaccuracies in the investigation report or the position adopted by the Employer, the Employer shall respond to these specific points and if necessary set up a new or additional investigation.

If the Employer informs or has previously informed an External Body, the Reporter’s comments on the investigation report and the position adopted by the Employer in response shall also be sent to that External Body. A copy of this communication shall be given to the Reporter.

Lodging an external Report

While it is recommended that an Report is made internally first, the Reporter may also make an external Report.

The Reporter may make the external Report to the External Body to which the Reporter reasonably believes it is most appropriate to report their Concerns about Wrongdoings or Irregularities. The term External Body shall be understood to include:

a) a body responsible for investigating criminal offences;

2. b)  a body responsible for monitoring compliance with any requirements imposed by statute or under statutory authority;

3. c)  any other competent body to which Concerns about Wrongdoings can be reported, including the Dutch Whistleblowers Authority.

Public disclosures

A Reporter making a public disclosure shall qualify for protection against unfair treatment (elaborated below) if:

1. a)  the Reporter had reasonable grounds to believe that the information that founded their Concerns about Wrongdoings or Irregularities was correct at the time of disclosure;

2. b)  the Reporter, prior to the disclosure, made a Report: 1° to the Employer and an External Body; or
   2° directly to an External Body; and

3. c)  based on the information provided to the Reporter in the required follow-up to their Report, the Reporter has reasonable grounds to believe that insufficient progress has been made in the Investigation

or if:

a) the Reporter had reasonable grounds to believe that the information that founded their Concerns about Wrongdoings or Irregularities was correct at the time of disclosure, and have reasonable grounds to believe that:

1. the subject of their Concerns about Wrongdoings or Irregularities constitutes an imminent or manifest danger to the public interest;

2. in case of reporting to an External Body, there is a risk to detriment; or

3. there is a low prospect for the subject of their Concerns about

   Wrongdoings or Irregularities being addressed effectively

If the Reporter has the obligation to Employer not to disclose any Confidential Information or Materials to third parties, only such information can be disclosed publicly insofar as the disclosure of Confidential Information or Materials is necessary to reveal the Wrongdoings the Reporter seeks to address, provided the Employer is given reasonable notice prior to such disclosure and the Reporter will comply with any applicable protective order or equivalent.

Protecting the Reporter (and other parties) against unfair treatment

Any Employee who reported Wrongdoings or Irregularities in good faith shall not be treated unfairly by Employer. The protection this entails, however, shall only be applicable insofar as the Employee reasonably operates within the framework set in this policy. Any Employee making a public disclosure in cases other than the aforementioned cases, shall not or no longer qualify for the protection outlined below.

Unfair treatment shall be understood to include taking any measure with a negative effect, such as:

(a) dismissal or demotion of the Reporter, except at their own request; (b) early termination of a temporary employment or delivery contract or failure to renew the same; (c) failure to convert a temporary employment contract into a permanent employment contract; (d) taking any disciplinary measure or writing negative performance reviews; (e) imposing any rule banning the Reporter or colleagues of the Reporter from investigating, speaking about the matter, attending their work station and/or having contact with other persons; (f) compulsory appointment to another position; (g) extending or limiting the Reporter’s duties, except at their own request; (h) moving or relocating the Reporter, except at their own request; (i) refusing a request by the Reporter for a move or relocation; (j) changing the Reporter’s work station or refusing a request to do so; (k) withholding a salary increase, incidental remuneration, bonus or

the award of allowances; (l) withholding opportunities for training or promotion, refusing employment reference; (m) not accepting the Employee reporting sick or recording the Employee as being on sick leave; (n) refusing an application for leave; (o) placing the Reporter on leave, except at their own request; (p) blacklisting the Employee.

In some cases, it could occur that one of the above measures are required for an Employee, but unrelated to the Report. Unfair treatment in the sense of this policy will, however, be deemed to have taken place if the applied sanction is disproportionate to the grounds on which the sanction has been applied.

If the Employer proceeds to take a measure with a negative effect against the Reporter within a short period following a Report being made, justification is necessary as to why the measure is considered necessary. Also, the Employer should explain why this measure is not connected with the Report, in good faith and according to the proper procedure for Concerns about Wrongdoings or Irregularities.

The Employer shall ensure that the Reporter’s managers and colleagues refrain from any form of unfair treatment, in connection with the Report in good faith and according to the proper procedure for Concerns about Wrongdoings or Irregularities, that interferes with the Reporter’s ability to function either professionally or personally. This includes the following:

1. a)  discriminating, bullying, ignoring and excluding the Reporter;

2. b)  making unfounded or disproportionate allegations about the performance of the Reporter or committing libel or slander;

3. c)  imposing anything that amounts to a ban on the Reporter or colleagues of the Reporter from investigating, speaking about the matter, attending their work station and/or having contact with other persons, regardless of how it is presented;

4. d)  intimidating the Reporter by threatening to take specific measures or actions when they proceed with their Report.

The Employer shall speak to any Employees who treat the Reporter unfairly about their actions and may give them a warning or take other disciplinary measures against them.

If the Reporter believes to be treated unfairly, this can be discussed with the Contact Person immediately. The Contact Person and the Reporter shall also discuss what measures can be taken to prevent unfair treatment. The Contact Person shall ensure that this is recorded in writing and present this written record to the Reporter for approval and signature. The Contact Person shall send this record to the Lead Investigator immediately. The Lead Investigator shall ensure that the measures necessary to prevent unfair treatment are taken.

The above principles aimed at preventing unfair treatment also apply to third persons related to the Reporter who can be treated unfairly by the Employer, or legal entities that belong to the Reporter, stand in any professional connection to the Reporter, or advise the Reporter in the reporting process and can be treated unfairly by the Employer, the Confidential Counsellor, the Contact Person, the Investigators or any individual that has submitted information in the interest of the investigation presuming these have also acted in good faith.

Investigation into unfair treatment

Any Reporter (or other Employee) who believes to have been treated unfairly in connection with making a Report or being heard in connection with Concerns about Wrongdoings, may request the Lead Investigator to conduct an additional investigation into this allegation.

The individual concerned may also request the Dutch Whistleblowers Authority to set up an investigation into their treatment by the organisation as a result of their Report.

Annual reporting and evaluation

Management shall prepare an annual report concerning the approach to dealing with Reports of Concerns about Wrongdoings and Irregularities and the implementation of this policy. This annual report shall include:

a. information about the approach taken over the past year to dealing with Reports and the planned approach to this issue for the coming year;

b. information about the number of Reports and an indication of the nature of the Reports, the outcomes of the investigations and the positions adopted by the Employer;

c. general information about experiences of preventing unfair treatment of Reporters;

d. information about the number of requests for investigation of unfair treatment in connection with making a Report and an indication of the outcomes of the investigations and the positions adopted by the Employer.

Management shall send a draft of the annual report described in the previous paragraph to the Works Council for discussion and it will then be discussed with the Works Council at a consultation meeting.

Management shall give the Works Council the opportunity to express its views on the approach to dealing with Reports of Concerns about Wrongdoings and Irregularities, the implementation of this policy and the annual Report. The Lead Investigator shall ensure that the views of the Works Council are incorporated in the annual report and shall present the revised report to the Works Council for approval.