Whistleblowing Policy

This Policy applies to all full time and part-time employees, including senior executives, as well as contractors of MR, wherever located.

• Ethical Code of Conduct: set of Principles, which are core statements of Manuli Ryco’s commitment to integrity in business and personal conduct.
• Ethics and Integrity Line: a specific secure and confidential channel, available 24 hours a day, seven days a week, for reporting any concerns or potential breaches of our ethical standards, laws and regulations, corporate policies, and procedures.
• Good Faith: a genuine belief that a potential violation or possible misconduct has occurred. The requirement of this principle is the accuracy of the reports made.
• MR or MR group or the Group: Manuli Ryco group, including its subsidiaries.
• Policy: this whistleblower policy.
• Designated Function:
  • For all MR group companies, except for the Italian entities Manuli Ryco S.p.A. and Manuli Hydraulics Italia S.r.l., reports will be handled by the Corporate Audit & Compliance Department and the Corporate Legal Department.
  • Pursuant to Italian regulations and the Whistleblowing Protocol, for the Italian companies of the MR group, namely Manuli Ryco S.p.A. and Manuli Hydraulics Italia S.r.l., reports will be handled by the respective Supervisory Bodies of the companies in collaboration with the Corporate Audit & Compliance Department and the Corporate Legal Department.

The purpose of this procedure is to regulate the process by which personnel of MR and its subsidiaries can notify, anonymously or not, the Designated Function¹ potential or suspected violations of: (I) legal or regulatory requirement (including the anti-bribery laws that apply to MR), (ii) internal policy relating to accounting standards and disclosures, (iii) internal accounting controls, (iv) potential losses related to the internal or external audit      of MR group’s financial statements, (v) suspected violations of the Ethical Code of Conduct, Anti-Corruption Code, “Organizational and Management Model” or other rules of conduct, (vi) coercion, harassment or discrimination by, or affecting, any member of MR, (vii) misleading or deceptive conduct of any kind, (viii) situations within MR’s control that are a significant danger to the environment, (ix) MR staff behaviors that could reasonably suggest that MR practices, policies or procedures are not being followed.

MR group personnel or any stakeholder who report such potential or suspected violations can be confident that all reports will be dealt with and treated with absolute confidentiality, in accordance with this procedure.

4.1  Report of violations or concerns

If an employee reasonably believes that any MR group employee or other person acting on behalf of MR group, including an agent or representative, has violated any internal policy or procedure or regulatory requirement, the employee should immediately report his or her concern to the Headquarters (based in Milan, Italy), to the Corporate Audit & Compliance Department and/or to the Corporate Legal Department.

MR group has therefore established the Ethics & Integrity Line, which is the official reporting channel that is managed by the Designated Function¹.

Reports of alleged violations should be factual, rather than speculative or conclusory, and should contain as much specific detail as possible to allow for proper assessment.

External Reporting Channels

Certain national legislations may provide for specific alternative reporting channels in relation to certain circumstances (e.g., reports to a supervisory authority or in case of emergency or public interest). Before making such Reports to external channels, it is recommended to verify (possibly by seeking qualified external advice) the existence of the legal requirements for making such Reports.

Please refer to Annex 1 for details of the recipients of External Reports, where applicable, for each country.

4.2  Case Management & Process

All reports received through any of the available channels will generate a case in the Ethics & Integrity Line. Confirmation of the receipt must be provided to the reporter within 7 days from the receipt.

All cases will be reviewed by the Designated Function², which may contact the reporter (via available channels) to receive clarifications or any additional information/documentation to conduct the necessary investigations.

4.3  Investigation of complaint

Upon receipt of a complaint alleging a violation, the Designated Function2 will make a determination as to whether a reasonable basis exists for commencing an investigation.

If the Designated Function3 conclude that an investigation is necessary, it shall act appropriately to implement a thorough investigation of the allegations. It also shall   have the authority to obtain assistance from MR group’s Management or to retain separate outside legal or accounting expertise as deemed necessary.

At the conclusion of the investigation, remediation actions will be promptly addressed by the MR Management, and the reporter will be given feedback about case conclusion.

4.4  Protection from retaliation

Employees should be confident to report violations, as described above, or to assist in investigations.

MR group will not tolerate retaliation or discrimination of any kind by or on behalf of MR group and its employees against any employee making a good faith complaint of, or assisting in the investigation of, any violation of government laws, rules or internal policies and procedures regarding accounting standard or disclosures, internal accounting controls, or matters related to the internal or external audit of MR group’s financial statement.

4.5  Retention of complaints and documents

The Designated Function³ will retain all documents and records regarding any complaint according to the Privacy Policy available in the Ethics & Integrity Line.

Addendum – Country Specific Requirements

Italy 

The new legislation introduced by Italian Legislative Decree No. 24/2023 (the “D. Lgs. 24/2023”), implementing Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019, establishes a process for the receipt, analysis and processing of reports, including anonymous reports, in order to prevent and combat unlawful or unethical behavior.

According to D. Lgs. 24/2023, the report management process is an integral part of “Organizational and Management Models” adopted by both Italian companies, Manuli Ryco S.p.A. and its subsidiary Manuli Hydraulics Italia S.r.l., pursuant to Italian Legislative Decree No. 231/2001. In particular, the abovementioned report management process will be handled by the Supervisory Body of Manuli Hydraulics Italia S.r.l. for both Italian companies.

The D. Lgs. 24/2023 states that the reports may be sent through internal channels established by the Italian companies and, in particular: I) Ethics & Integrity Line and ii) the telephone line marked at the following number +39.02.81480081, with code: 9140.

With regard to paragraph 5.1 Report of violation or concerns – External Reporting Channels of the Policy, please note that Italian Legislative Decree No. 24/2023 allows the Italian personnel the possibility to make external reports to the Italian National Anti-Corruption Authority (ANAC) and public disclosures of breaches in the cases expressly provided for by law. The requirements for the access to the external channel and how to transmit the report can be found at the following link:

https://www.anticorruzione.it/-/whistleblowing

In any case, the procedure applicable to the Italian companies, Manuli Ryco S.p.A. and Manuli Hydraulics Italia S.r.l., is summarized in the Notice available at the following link ———, while the complete procedure can be found in the Whistleblowing Protocol available on the “MR Policies & Procedures” portal.