This policy clarifies - the procedures how an employee can report a Breach,
- which actions should be executed by the designated official who receives the report and
- the obligations of Océ
2. Definitions In this policy the following terms shall have the following meanings: - Breach: a suspicion based on reasonable grounds with regard to the Company and in connection with:
a. an (imminent) criminal offence;
b. an (imminent) violation of laws and regulations;
c. an (imminent) intentional provision of incorrect information to public bodies;
d. a violation of Océ's Policy Principles or other company policies and guidelines;
e. any concerns regarding questionable accounting, internal accounting controls or auditing matters;
or
f. (imminent) intentional suppression, destruction or manipulation of information regarding those facts; - chairman of the Executive Board: the chairman of the Executive Board of the Company;
- chairman of the Supervisory Board: the chairman of the Supervisory Board of the Company;
- Company: the limited liability company Océ N.V. including group companies;
- Compliance Officer: the person designated by the chairman of the Executive Board to act in that capacity for the Company and its group companies;
- employee: a person, employed or otherwise, working for the Company and its group companies;
- manager: the person directly managing the employee.
3. Procedure - Employees shall report a Breach internally to their manager or, if they consider reporting to the manager inappropriate, to;
Océ's Ethics & Compliance Hotline;
- in the United States and Canada via an Océ's custom-toll-free number
- in other countries (via country specific collect call procedures)
- as the "Hotline" is being introduced during 2005 and 2006, the Hotline procedure will only apply in those countries where the arrangements are effective.
or directly to the Compliance Officer
Phone: + 31.77.359 2275
Email: seccom@oce.nl
Fax: + 31.77.359 5436
Letter: Océ Head Office
Attn. Compliance Officer, P.O. Box 101, 5900 MA Venlo, The Netherlands.
- An employee may notify the chairman of the Supervisory Board or the Audit Committee by contacting the Compliance Officer if the employee has concerns regarding Breach by members of the Executive Board.
- The manager or the Compliance Officer shall make a written record of any report received in accordance with paragraph 3.1 and of the date of its receipt. The manager (through the Compliance Officer) or Compliance Officer shall procure that the Executive Board shall be informed of a Breach and of the date on which it was reported, and he shall procure that the chairman of the Executive Board receives a copy of the record.
- Immediately after the employee's report, investigation into the Breach will be started on behalf of the Executive Board by the Compliance Officer and representatives of the Internal Audit Department and Human Resources Department.
- The employee who has reported a Breach shall keep the report confidential. No information shall be provided to third parties in or outside the Company and its group companies without the consent of the chairman of the Executive Board. In providing information, the name of the employee shall not be disclosed and information shall otherwise be provided in such a manner as to safeguard where possible the anonymity of the employee.
- Within two weeks from his internal report, the employee shall be informed in writing, by or on behalf of the chairman of the Executive Board, of the Executive Board's position with regard to the Breach and the action taken as a consequence of the employee's report.
- If no position can be given within two weeks, the employee shall be notified thereof by or on behalf of the chairman of the Executive Board and be given an indication as to when he will be informed of the Executive Board's position.
4. Reporting to the chairman of the Supervisory Board - The employee may report the Breach to the chairman of the Supervisory Board, if:
a. he disagrees with the position referred to in paragraph 3.6 and 3.7;
b. he has not been given a position within the requisite period, as referred to in paragraph 3.6 and 3.7;
c. the Breach concerns a member of the Executive Board of the Company;
d. the employee has reasonable grounds to fear that an internal report would lead to countermeasures;
e. a previous, duly submitted, internal report about essentially the same irregularity, has not removed the irregularity; - The chairman of the Supervisory Board shall ensure that a written record is made of the report and of the date of its receipt.
- The chairman of the Supervisory Board shall ensure that a confirmation of receipt will be sent to the employee who reported the Breach. If the employee had previously reported the Breach, the confirmation shall refer to the original report.
- Immediately after the employee's report, the Supervisory Board shall start an investigation into the Breach in consultation with the Compliance Officer and the representatives of the Internal Audit Department and the Human Resources Department.
- The employee who has reported the Breach and the person to whom he has reported shall keep the report confidential. No information shall be provided to third parties in or outside the Company and its group companies without the consent of the chairman of the Supervisory Board. In providing information, the name of the employee shall not be disclosed and information shall otherwise be provided in such a manner as to safeguard where possible the anonymity of the employee.
5. Reporting to the Audit Committee - The employee may report the Breach to the Audit Committee if he has concerns regarding questionable accounting, internal accounting controls or auditing matters.
- The Audit Committee shall on request make a written record of the report and of the date of its receipt.
- The Audit Committee shall ensure that a confirmation of receipt will be sent to the employee who reported the Breach. If the employee had previously reported the Breach, the confirmation shall refer to the original report.
- Immediately after the employee's report, an investigation into the Breach will be started by or on behalf of the Audit Committee in consultation with the Chief Financial Officer of the Company, the Compliance Officer and the representatives of the Internal Audit Department.
- The employee who has reported the Breach and the person to whom he has reported shall keep the report confidential. No information shall be provided to third parties in or outside the Company and its group companies without the consent of the Audit Committee. In providing information, the name of the employee shall not be disclosed and information shall otherwise be provided in such a manner as to safeguard where possible the anonymity of the employee.
- Moreover all Breaches reported by employees will be reported to the Audit Committee by the Compliance Officer on a quarterly base.
6. Legal protection No director, officer or employee who in good faith reports a Breach shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. The Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the Company rather than seeking resolution outside the Company. 7. Effective date These rules shall take effect on March 1, 2005.
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