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1. INTRODUCTION
Primetel PLC (hereinafter referred to as “Primetel” and/or the “Company”) aims to ensure lawful and ethical conduct at the highest level. Accordingly, we adopt and implement a zero-tolerance policy with regard to misconduct, while at the same time committing to take all appropriate measures in cases where misconduct is identified.
In order to be in a position to take any action, it is necessary that we first become aware of any misconduct. Therefore, through the establishment of the Whistleblower Protection Policy (hereinafter the “Policy”), Primetel aims to promote and encourage a culture in which any individual, whether within or outside Primetel, feels safe to report any misconduct or action that comes to their attention and is related to our activities.
2. DEFINITIONS
“Reported Person” means the person to whom the Report relates.
“Public Reporting / Disclosure” means public reporting as defined in Law 6(I)/2022, relating only to the breaches provided for under that Law.
“External Reporting” means external reporting as defined in Law 6(I)/2022, namely the oral or written submission of information concerning only the breaches provided for under that Law to a competent authority through an external reporting channel.
“Internal Reporting” means reporting made through the Internal Communication Channels.
3. PURPOSE
The purpose of this Policy is to provide channels of communication for any individual to report genuine concerns and/or information of which they have become aware or which has come to their attention regarding any dangerous, unethical, or unlawful conduct, action, or practice taking place under the responsibility and/or within the scope of Primetel’s activities (hereinafter referred to as “Misconduct”).
At the same time, this Policy aims to ensure the protection of reporting persons in cases where information is disclosed to the public concerning breaches, under the conditions set out in Law 6(I)/2022, as may be amended from time to time (hereinafter the “Law”), and as further described below (hereinafter “Public Disclosure”).
4. SCOPE
This Policy is binding on Primetel.
The submission of information/complaints, either named or anonymous, through the communication channels specified in this Policy by the Reporting Person in relation to potential breaches (hereinafter the “Report”) may be made in respect of Misconduct that occurred in the past, is occurring in the present, or may occur in the future.
5. PERSONS PROTECTED BY THE POLICY
This Policy aims to protect the natural person who reports or discloses Misconduct (hereinafter referred to as the "Reporter"). The Reporter may be any individual who wishes to submit a Report, as well as any Reporter who submits a report of Misconduct through a representative or legal advisor.
6. MISCONDUCT SUBJECT TO REPORTING
6.1. Indicative Misconduct subject to reporting includes the following:
6.1.1 Any violation of the laws of the Republic of Cyprus,
6.1.2 Any violation of Law N.6(I)/2022,
6.1.3 Any action, practice and/or conduct that breaches any policy, decision, regulation, procedure, guideline and/or the Articles of Association of Primetel,
6.1.4 Any action, practice and/or conduct that conflicts with or is not aligned with the values, principles and strategy of Primetel,
6.1.5 Any attempt to obstruct the investigation of a Report,
6.1.6 Any concealment or inducement to engage in Misconduct.
6.2. A Report of Misconduct may include genuine concerns regarding behaviours, practices and/or actions that could potentially constitute Misconduct.
6.3. A Report of Misconduct must be made without any promise of payment or the existence of any form of consideration.
7. EXCLUDED REPORTS
7.1. Reports relating to the following matters will not be examined under this Policy:
7.1.1. Matters/cases pending before the Courts of the Republic of Cyprus or other Regulatory Authorities,
7.1.2. Matters concerning disagreements over Primetel’s policies and/or decisions,
7.1.3. Matters based solely on rumours,
7.1.4. Matters concerning complaints related to terms of employment and/or employee advancement,
7.1.5. Reports concerning everyday personal issues or personal disputes with colleagues or supervisors.
7.2. It is clarified that the following do not constitute Misconduct and Reports relating thereto will not be accepted: customer complaints regarding the quality of Primetel’s products and services, unless such complaint relates to a service provided by a specific Primetel employee and the conduct and/or action of that individual constitutes Misconduct. Customer complaints regarding the quality of Primetel’s products and services shall be handled by Primetel’s Customer Service Department.
8. PROTECTION OF THE REPORTER / THE REPORTED PERSON
8.1. Any threat, retaliation, unequal treatment or disciplinary action against the Reporter, the Reported Person, or any individuals involved in the investigation of a Report shall not be permitted and/or tolerated by Primetel. This protection also extends to cases of Public Disclosures, provided that they relate to violations covered under Law 6(I)/2022 and only where the Reporter has followed the procedures and meets the conditions set out in Law 6(I)/2022.
8.2. In the case of any Public Disclosure relating to matters not covered by the violations provided under Law 6(I)/2022, Primetel cannot guarantee any protection to the Reporter, who may be subject to disciplinary and/or other offenses.
8.3. In the event that the Reporter is subjected to retaliation, Primetel encourages the Reporter to report the incident in writing through the communication channels provided under this Policy.
8.4. In the event that the examination of a Report does not result in proof of Misconduct, there shall be no consequences for the Reporter.
8.5. In the event that the Reporter has participated in the Misconduct, he/she shall not be exempt from liability; however, his/her contribution to the identification and investigation of the Misconduct shall be duly taken into account.
8.6. Primetel shall ensure that the person against whom a Report has been made (hereinafter the “Reported Person”) is protected and that no measures shall be taken against them if no Misconduct is established.
8.7. Reported Persons have the right to:
8.7.1. Be informed of the Misconduct for which a Report has been submitted,
8.7.2. Receive a copy of the Report, subject to the protection of any personal data contained therein,
8.7.3. Be represented by a lawyer,
8.7.4. Be called to present their explanation/defence before the Assessment Committee
8.8. Where the Assessment Committee determines that there is a serious risk that informing the Reported Person may in any way hinder the investigation and the collection of the necessary evidence, such notification may be postponed until such risk no longer exists.
8.9. Where the content of a Report is found to be unfounded, the persons named in such Report shall not be informed of its existence for the purpose of safeguarding the working environment within Primetel, unless any of the affected persons exercise their right of access to their personal data or where there is a relevant legal obligation.
9. CONFIDENTIALITY
9.1. All Reports shall be handled with confidentiality, and all parties involved are required to maintain such confidentiality.
9.2. Any Personal Data that may be included in any Reports shall be protected in accordance with the General Data Protection Regulation (EU) 2016/679 and the Protection of Natural Persons with regard to the Processing of Personal Data Law N.125(I)/2018, as amended or replaced from time to time.
9.3. Any person involved in the investigation of a Report or who becomes aware of the identity of the Reporter is prohibited from disclosing the Reporter’s identity or revealing any information that may lead to the identification of the Reporter, unless the Reporter’s prior explicit consent has been obtained.
9.4. Primetel shall take all necessary measures to ensure confidentiality and to minimize the risk of identification of the Reporter without their consent.
9.5. It is clarified that disclosure of the Reporter’s identity may be required in the context of judicial and/or other legal proceedings at a later stage. In such cases, the prior consent of the Reporter shall not be required.
10. TERMINATION OF THE REPORTING PROCESS
In the event that the Reporter proceeds with the submission of an External Report and/or a Public Disclosure while the Internal Reporting process under this Policy is still pending, the Internal Reporting process shall be discontinued.
11. INTERNAL REPORTING CHANNELS
11.1. Reports may be submitted through the following communication methods (hereinafter the “Internal Reporting Channels”), which are designed to protect the anonymity of the Reporter:
11.1.1. Email: whistleblowing@prime-tel.com
11.1.2. Internal mail: the Report may be sent via internal correspondence in a sealed envelope addressed to the Compliance Officer of Primetel marked “CONFIDENTIAL”
11.1.3. Post: addressed to the Compliance Officer of Primetel (The Maritime Center, 141 Omonia Avenue, 3045 Limassol, Cyprus) marked “CONFIDENTIAL”
11.1.4. Through a personal meeting, following prior arrangement with the Compliance Officer.
11.2. Any Reports submitted via Social Media and/or through Public Disclosure, without prior use of the Internal Reporting Channels and without exhausting the procedures set out in this Policy, shall not be covered by the provisions of this Policy.
12. COMPLIANCE OFFICER
12.1. For the purposes of this Policy, Primetel has appointed a Compliance Officer who shall have the authority and responsibility for the implementation and proper execution of this Policy (hereinafter the “Compliance Officer”). Ms. Marina Papanicolaou, Chief Operating Officer, has been appointed as the Compliance Officer.
12.2. The Compliance Officer shall have, inter alia, the following responsibilities:
12.2.1. To maintain a record of all submitted Reports,
12.2.2. To inform the Reports Assessment Committee at regular intervals of all cases that have been rejected and referred to other departments by the Compliance Officer,
12.2.3. To ensure the secure storage of all records related to this Policy,
12.2.4. To ensure the awareness and training of Primetel personnel regarding this Policy,
12.2.5. To report directly to the Board of Directors regarding their duties as Compliance Officer, while organisationally they may belong to any department and report elsewhere for their other responsibilities.
13. REPORTS ASSESSMENT COMMITTEE
13.1. The responsibility for the examination and assessment of Reports shall lie with a committee composed of the Compliance Officer, the CEO, the CTO, the CFO, and the Regulatory Affairs and Legal Manager (hereinafter the “Assessment Committee”).
13.2. During the investigation of a Report, and in order to ensure a fair and impartial outcome, the composition of the Assessment Committee may be altered in cases where a conflict of interest arises.
14. REPORT HANDLING PROCEDURE
14.1. The individual submitting a Report through the Internal Reporting Channels is expected to provide all available information supporting and substantiating the Report. A Report may include, inter alia, the facts that gave rise to the suspicion/concern, including names, dates, documents, and locations where available, as well as the reason that led the individual to submit the Report.
14.2. When submitting a Report through the Internal Reporting Channels, the relevant reporting form as set out in Appendix A must be completed.
14.3. Upon submission of a Report and its receipt by the Compliance Officer, the following procedure shall be followed:
14.3.1. The Compliance Officer shall acknowledge receipt of the Report to the Reporter within seven (7) days of its receipt, provided that the Reporter has supplied contact details.
14.3.2. The Compliance Officer shall assess whether the Report is sufficiently substantiated and, where additional information is required, shall contact the Reporter, provided that contact details have been included in the Report.
14.3.3. The Compliance Officer shall determine whether the Report falls within the scope of this Policy and whether it falls under the competence of the Reports Assessment Committee. The Compliance Officer shall inform the Reporter accordingly (provided that contact details are available). If the Report does not fall within the scope of this Policy, it shall be rejected, whereas if it does not fall under the competence of the Reports Assessment Committee, the Compliance Officer may refer it to another competent department.
14.3.4. If the Compliance Officer determines that the Report falls within the scope of this Policy and within the competence of the Reports Assessment Committee, the Report shall be referred to the Reports Assessment Committee for further handling.
14.3.5. The Reports Assessment Committee shall evaluate the Report and decide whether it falls within the scope of this Policy and whether it requires further investigation. If further investigation is required, it shall appoint a team to carry out the investigation (hereinafter the “Investigation Team”). If it determines that the Report does not fall within the scope of this Policy, the Reports Assessment Committee may refer it to another competent department or reject it and inform the Reporter accordingly (provided that contact details are available).
14.4. The Reports Assessment Committee may summarily decide on any Report before it and determine that no further investigation is required.
15. INVESTIGATION TEAM
15.1. The investigation of the Report by the Investigation Team shall be completed within thirty (30) working days from the date the Report is assigned to it. If additional time is required, the Investigation Team may request an extension of a further thirty (30) working days from the Reports Assessment Committee.
15.2. Upon completion of the investigation, the Investigation Team shall prepare a report of its findings and submit it to the Reports Assessment Committee.
15.3. The Compliance Officer shall be responsible for monitoring the progress of the investigation carried out by the Investigation Team.
16. DECISIONS OF THE REPORTS ASSESSMENT COMMITTEE
16.1. Following its review of the findings of the Investigation Team, the Reports Assessment Committee shall, where appropriate, refer the Reports together with its recommendations to the relevant departments for any further required actions.
16.2. Decisions of the Reports Assessment Committee shall be taken by majority.
16.3. The Reporter may be invited to participate in meetings of the Reports Assessment Committee within the framework of the relevant investigation.
16.4. The Reporter shall be informed, within three (3) months from the date of the acknowledgment of receipt of the Report (provided that contact details are available), of the progress of the investigation of their Report, to the extent possible and always taking into account any applicable confidentiality obligations.
16.5. During the investigation of a Report, the presumption of innocence shall always apply to both the Reported Person and the Reporter. Transparent communication shall be maintained in relation to the investigation and decisions, and support shall be provided to the Reported Person in case they choose to respond personally to the allegations. At the same time, the Reporter shall have the opportunity to review, correct, and agree with the minutes of any conversation or meeting by signing them.
17. MONITORING AND REPORTING
17.1. The Compliance Officer shall inform the Reports Assessment Committee at regular intervals of all Reports that have been rejected and/or referred to other departments by the Compliance Officer.
17.2. The Compliance Officer shall submit an annual report to the Board of Directors regarding all Reports received.
17.3. In the event that a Report, if substantiated, may damage the reputation of Primetel, the Compliance Officer shall, at their discretion, immediately inform the Chief Executive Officer and the Chairman of the Board of Directors of Primetel in order for them to decide on the further handling of the Report.
18. POLICY AWARENESS
Primetel shall ensure that all its employees and/or partners are informed about this Policy and shall provide information on how they may submit an External Report to the competent Authorities. This Policy shall be published on Primetel’s website as well as on Primetel’s internal portal.
19. DATA RETENTION/RECORD KEEPING
19.1. The Reports Assessment Committee shall maintain a record of all Reports together with all related documentation, including, inter alia, any minutes of meetings and/or investigations, for a period of three (3) years.
19.2. It is clarified that the Reporter shall not have the right of access, information, erasure, objection and/or rectification of their personal data on the basis of personal data protection legislation.
20. CONTINUOUS MANAGEMENT AND IMPROVEMENT OF THE POLICY AND PROCEDURES
This Policy and the procedures set out herein shall be reviewed at regular intervals and at least every three (3) years by the Compliance Officer.
APPENDIX A
REPORTING FORM
Α. Reporter’s Details:
Do you wish to disclose your identity or provide a phone number/email for communication?
(It is noted that anonymous reports will only be examined in exceptional cases, provided that there is sufficient objective evidence to support an investigation.)
If Yes,
Full Name:
Position/Department (optional):
Contact Details:
Email:
Telephone:
Β. Στοιχεία Επιλήψιμης Συμπεριφοράς
1. Type of Misconduct (Provide a title for the matter you are reporting)
2. Description of Misconduct (Provide a sufficient and accurate description to substantiate your claims, including names of individuals involved, location, dates, etc.)
3. When and where did it occur?
4. Are there any witnesses to this incident? (If yes, provide details)
5. How did this Misconduct come to your attention?
6. Do you have any evidence supporting your claims? (If yes, provide details)
7. Is anyone else aware of this incident?
8. Are there any additional details that could assist in the investigation?
9. Have you reported this incident to any other persons within or outside the company? (If yes, to whom?)
Date of completion of the reporting form: …………………………………
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