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Huawei Technologies Italia S.r.l. Whistleblowing Policy

Whistleblowing channel: https://huaweiitalia.integrityline.com/

1.Preamble

The Legislative Decree No. 24/2023, implementing Directive (EU) 2019/1937 concerning the protection of persons reporting breaches, aims to strengthen the legal protection of individuals who report violations of national or European regulations that harm the interests and/or integrity of the public or private entity to which they belong and of which they become aware during the performance of their work activities.

This results in a comprehensive and uniform framework aimed at greater protection of individuals reporting misconduct, thereby encouraging them to report unlawful acts within the limits and in the manner specified in the decree.

The regulations apply to both the public and private sectors. Entities within these sectors are required to ensure protections and establish internal reporting channels.

The Company strictly prohibits any retaliatory, discriminatory, or penalizing behavior against anyone who makes a report in good faith.

2.Purpose and Applicability of the Policy

This policy applies to all individuals working at all levels of Huawei Technologies Italia S.r.l. (hereinafter referred as “Company”) including administrators, executives, senior managers, officers, directors, employees, consultants, contractors, trainees, homeworkers, intern, part-time and fixed term workers, agency workers, business partners, customers, suppliers and the other third party etc. which are listed below in greater detail (collectively referred to as “Personnel”).

According to the requirements of the Legislative Decree no. 231/2001 (hereinafter referred as “Decree”), the Company wishes to pursue an open and honest working environment, in which Personnel feels that any unlawful conduct, offence or irregularity which may harm the Company, any Personnel (hereinafter referred as “whistleblower”) can report through one or more dedicated channels without fear of act of retaliation or of direct or indirect discrimination against any unlawful conduct(s) by the others. Company policy in this regard complies with the Business Code of Conduct and the Organization, Management and Control Model adopted by the Company under Italian Decree (hereinafter referred as “231 Model”).

This policy doesn’t form part of any employee’s contract of employment and may be amended from time to time.

In accordance with the requirements established by the Decree, the 231 Model of the Company provides for:

a)One or more channels to communicate unlawful conducts based on detailed reports of precise and consistent facts (hereinafter referred as “Reports”); these channels must ensure confidentiality of the identity of the whistleblower.

b)At least one alternative reporting channel to ensure computer-based confidentiality of the identity of the whistleblower.

c) The prohibition of acts of retaliation or of direct or indirect discrimination against the whistleblower for reasons related, directly or indirectly, to the reporting activity.

d)And within the disciplinary system, sanctions against violations of the protection of the whistleblower, as well as against those who make, intentionally or with gross negligence, reports that provide to be unfounded.

The management of the Reports and the related processing of data is carried out by the Company in compliance with the applicable laws including without limitation the Regulation UE 2016/679 (hereinafter referred as “GDPR”) on the protection of all the individuals regarding the processing of personal data and the internal policies/procedures.

3. Subjective Scope of Application

From the combined provisions of Articles 1 and 2 of Legislative Decree No. 24/2023, it is derived that the whistleblower is an individual who reports to the designated body within their affiliated company, discloses or reports to the judicial or accounting authority, violations of national or European Union regulations that harm the public interest or the integrity of the public administration or private entity, of which they have become aware in a public or private work context.

Those authorized to report include individuals operating within the work context of a public or private sector entity, in the capacity of:

  • Public employees (i.e., employees of public administrations as per Article 1, paragraph 2, of Legislative Decree 165/01, including the employees referred to in Article 3 of the same decree, as well as employees of independent administrative authorities of guarantee, supervision, or regulation; employees of public economic entities, private law entities under public control, in-house companies, public law bodies, or public service concessionaires);
  • Employees of private sector entities.
  • Self-employed workers who perform their work activities at public or private sector entities.
  • Collaborators, freelancers, and consultants who provide their services at public or private sector entities.
  • Volunteers and interns, both paid and unpaid.
  • Shareholders and individuals with functions of administration, direction, control, supervision, or representation, even if such functions are exercised de facto, at public or private sector entities.

The whistleblower is authorized to make their report even in cases where:

  • The legal relationship is ongoing.
  • During the probationary period.
  • The legal relationship has not yet commenced if the information on violations was acquired during the selection process or in other pre-contractual phases.
  • Subsequent to the termination of the legal relationship if the information on violations was acquired before the termination of the same relationship (retirees).

4. Content of Report

It is required to report to the above-mentioned Reporting Channels all wrongful or unlawful conducts of which whistleblower become aware by reason of the function he/she perform. The supervisory body (all five members of the body) is the reporting manager. Regarding anonymous Reports, the 231 Supervisory Board proceeds with the analysis only if they are adequately provided with details concerning facts and situations referring to specific contexts. The Report, as specific and detailed as possible, must contain:

a)personal details of the whistleblower and the position or function performed within the Company or the third party (these details are not mandatory, at least at the initial stage), except in cases where the report is anonymous.

b)The illegal conduct and, if known, the circumstances of time and place in which it was committed; any document and any further information that can confirm the grounds of the Reported facts.

c) All information and data necessary to unequivocally identify the authors of the illegal conduct

d)the indication of any persons who may refer on the reported facts.

e)in case of anonymous Reports, the communication with the whistleblower will take place within the online platform in a naturally anonymized format. (For a discussion of how the whistleblowing platform works, please refer to the following paragraphs).

Any disclosure under this policy should be made in good faith in the reasonable belief that the allegations are substantially true, and must not be made for personal gain.

This policy should not be used for complaints relating to your own personal circumstances such as the way you have been treated at work.

Specifically, the subject of a report may be behaviors, actions, or omissions that harm the public interest or the integrity of the Company, consisting of:

a)violations of national regulatory provisions: administrative, accounting, civil, or criminal offenses; unlawful conduct under Legislative Decree 231/2001 or violations of the Company's 231 Model and its related attachments.

b)violations of European regulatory provisions: unlawful acts falling within the scope of application of European Union acts related to the following sectors: public procurement; financial services, products, and markets, and prevention of money laundering and terrorist financing; product safety and compliance; transport safety; environmental protection; radioprotection and nuclear safety; food and feed safety and animal health and welfare; public health; consumer protection; protection of privacy and personal data, and security of networks and information systems; actions or omissions that harm the financial interests of the Union; actions or omissions concerning the internal market (for example: violations related to competition and state aid); actions or behaviors that undermine the purpose or objectives of the provisions of the Union's acts.

The report may also concern:

  • Information related to conduct aimed at concealing the above-mentioned violations.
  • Unlawful activities not yet carried out but that the whistleblower reasonably believes may occur based on concrete, specific, and consistent elements.
  • Well-founded suspicions, the notion of which will be subject to interpretation in the Guidelines discussions.

5. Internal Reporting Channels

Reports to the designated recipients may be submitted through the following channels:

1)Online Platform:

The Company has established an online platform for submitting reports, accessible from its website in the "Company/Profile" section, or directly at the following address: Huawei | Home (integrityline.com)

Whistleblowing reports must not concern a dispute, claim, or request related to a personal interest of the whistleblower.
Through the aforementioned platform, it is also possible to send a verbal report via a voice messaging system (in any language the whistleblower prefers to make the report). With the whistleblower's consent, this report is documented by the assigned personnel either by recording it on a device suitable for storage and listening or through a full transcription.
Finally, the whistleblower can submit a report by requesting a direct meeting with the report handler (one of the five members of the Supervisory Body), which must be scheduled by the latter within a reasonable time frame.
In this case, the report, with the whistleblower's consent, is documented by the assigned personnel either by recording it on a device suitable for storage and listening or by preparing minutes. In the case of minutes, the whistleblower can review, correct, and confirm the minutes of the meeting by signing them.

2)Only the Supervisory Board has exclusive access to the platform as it is responsible for managing the reports. The Supervisory Board, consisting of five members, deals entirely with the handling of reports. Reports are taken over by the Supervisory Board in their entirety. Should the report concern one of the members of the Body, the latter will exclude the member concerned. In that case, the Body meets periodically to decide which of them will take charge of each report. The entire process, from receipt to conclusion of the investigation, is managed by the Supervisory Board, which meets monthly (either in person or remotely) to perform these tasks.

3)Paper Format:

Reports can be submitted in paper format (by ordinary mail or internal company mail) addressed to the 231 Supervisory Board of the Company appointed pursuant to art. 6 of the Decree, at Company Legal Department or at Company Reception in each company premises, with writing on the envelope the word “RESERVED AND FOR THE SUPERVISORY BOARD”.

In the event that the report concerns a member of the Supervisory Body, the individual involved will be excluded from handling the report and will not participate in either the investigation phase or, if the report is substantiated, in the eventual imposition of sanctions.

Employees are also informed of the existence of the BCG group channel (BCGcomplain@huawei.com), which, although not offering the guarantees required by the Whistleblowing Directive, is managed by the Committee of Ethics and Compliance (CEC) of Huawei Group, which operates as a physical organization. It conducts ethics education and supervision for all employees of the Group, and publicizes the ethics to maintain the company's stability. a compliance officer team. It is also specified that the latter is not part of the Supervisory Board but it is an external figure.

Personnel who receive a Report transmitted outside the Channels mentioned above, even anonymous, must send it without delay, in original with all attachments, to the 231 Supervisory Board through the Channels indicated in this paragraph, in compliance with criteria of maximum confidentiality and in a manner suitable to protect the whistleblower and the identity and integrity of the reported Personnel, without prejudice to the effectiveness of subsequent verification activities.

6.Management of internal reporting channels

The management of internal reporting channels is entrusted to the Supervisory Board. Reporting is the responsibility of the Supervisory Board if it is relevant to 231. In the event that it is not, the management will be the responsibility of the legal department.

The Supervisory Body shall consist of five members. All five have exclusive access to the online platform and each of them can take charge of the report received. All five have exclusive access to the online platform and each of them can take charge of the report received. The Body takes charge of the report in its entirety. The members of the body organize regular meetings to update each other on the status of the handling of the report.
The Supervisory Body is responsible for handling reports related to behaviors, actions, or omissions that harm the public interest or the integrity of the Company, consisting of violations of national regulatory provisions (e.g., administrative, accounting, civil or criminal offenses, unlawful conduct under Legislative Decree 231/01, or violations of the Organization, Management, and Control Model pursuant to Legislative Decree 231/01) or European regulatory provisions (e.g., actions or omissions that harm the financial interests of the Union). If the report is not relevant for 231 purposes, it will be handled by the legal department.
When a report is submitted via the Company's whistleblowing platform, the system generates unique codes that must be saved and kept by the whistleblower in order to access the report at any time.
Upon receiving the report, the report handler must issue an acknowledgment of receipt to the whistleblower within seven days of receiving the report.
The 231 Supervisory Board conducts an initial review of the reported facts and assesses whether the report falls under their responsibility. If it does not, the report is forwarded to the legal department.
If the report is under their responsibility, and if, after completing the review, the 231 Supervisory Board determines that the whistleblower does not meet the criteria for whistleblower status, or that the report lacks sufficiently detailed elements, or if the facts reported are unfounded, the report will be archived.
At the conclusion of the investigation, if a violation is confirmed under Legislative Decree 24/2023, the Supervisory Body assumes responsibility for managing the case.
Finally, the Supervisory Body is required to provide feedback to the whistleblower within three months of the acknowledgment of receipt, or if no acknowledgment was issued, within three months of the expiration of the seven-day deadline from the date the report was submitted. The feedback must outline the measures planned, adopted, or to be adopted to address the report and the reasons for the decision made. The feedback may also relate to an investigation that is still in progress and therefore not yet completed.

7. 231 Supervisory Board’s tasks

The 231 Supervisory Board verifies if the Reports fall within the scope of this policy.

a)If yes, it proceeds with the preliminary investigation phase.

b)If not, it transfers the Report to the Legal Department.

c)If necessary and possible, requests clarification to the whistleblower in order to further substantiate the reported fact and seek additional evidence in order to determine whether the Report is truthful or not.

d)If necessary, seek the support of specifically appointed third-party advisors.

e)If the Report is clearly and manifestly ungrounded, it shall dismiss it and inform the whistleblower and the Company Human Resource Department accordingly for the necessary disciplinary measures.

f)If the Report concerns violations or alleged violations of the Business Code of Conduct, the Anti-Bribery policy and the Gifts and Hospitality Policy not relevant pursuant to the Decree, it shall also send the Report to the function that manages the "BCG Complain" channel through the Country Compliance Officer.

g)If Reports concerning the Company Board of Directors or its members are received, the 231 Supervisory Board informs the Board of Statutory Auditors:

h)Suggests corrective and/or disciplinary actions to be taken concerning the reported illegal conducts and monitors the relevant implementation up to the relevant completion; creates and manages the reporting register; shall refer to the Country Compliance Officer any Report received that is not manifestly unfounded, as referred to in point A of the following section "Decisions of the 231 Supervisory Board".

8. Preliminary investigations

During the preliminary investigation of the Reports, the 231 Supervisory Board proceeds with the necessary verifications either directly or by directly acquiring the relevant information from the concerned Departments of the Company.

In case of involvement of Company Departments, the latter promote and coordinate the appropriate verifications, also making use of the competent internal functions and send to the 231 Supervisory Board a final investigation note along with the supporting documentation. In this phase, the 231 Supervisory Board evaluates whether a further internal investigative intervention should be activated.

If from the preliminary investigation conducted by the 231 Supervisory Board results that corrective actions with regard to the policies/procedures have to be taken, it is the responsibility of the relevant Department Managers to draw up a corrective action plan for the removal of the detected critical issues. The 231 Supervisory Board monitors the relative state of implementation of the corrective actions and periodically reports to the Board of Directors on the number and type of Reports received and takes them into account for the purposes of updating the 231 Model.

9. Decisions of the Supervisory Board

If the report is deemed to be valid, the 231 Supervisory Board forwards the latter to the Country Compliance Officer for information, in order to inform him of the process of handling the relevant reports.

The transmission of the Supervisory Body's report occurs through platform. The Country Compliance Officer has dedicated access to the online platform, exclusively for the purpose of receiving the aforementioned report, without having visibility of all the reports submitted.

If the Report does not concern offences relevant to the 231 Model, the 231 Supervisory Board transmits the Report directly to the relevant functions, which will manage the investigation phase. In this case, at the end of the investigation process by the competent functions, they must communicate, in writing, the outcome of the investigation activity and the decisions taken in this regard to the 231 Supervisory Board.

10. Disciplinary System

In the event illicit findings, the 231 Supervisory Board shall:

1)In case of findings on Company Personnel, transmit them to the Company Human Resource Department.

2)In case of findings on suppliers, transmit them to the Company CEG Department.

3)In case of findings concerning other third parties, transmit the findings to the competent Departments.

In all cases Company competent Departments will proceed to sanction or ask relevant Personnel to sanction any unlawful conduct that may be proven within the verifications pursuant to this policy.

For information and monitoring of the relevant measures implementation, the abovementioned Departments shall transmit the assessments made to the 231 Supervisory Board and to the Board of Statutory Auditors.

The Company shall also take appropriate disciplinary measures, in accordance with the provisions of the 231 Model and the applicable National Collective Bargaining Agreement, against Company Personnel that:

1)as a result of the report, is held responsible for violations of internal regulations.

2)Intentionally omits to detect or report any violations or threats or takes retaliation against those who violate the measures to protect the whistleblower, those who take retaliatory or discriminatory measures against the whistleblower.

3)as well as those who make unlawful Reports.

Disciplinary measures will be proportionate to the extent and seriousness of the ascertained unlawful conduct, in particular, when assessing the disciplinary sanction to be adopted against those who take retaliatory or discriminatory actions against the whistleblower, the severity of such retaliatory or discriminatory actions, any damage suffered by the whistleblower as a result of such actions and the fact that they are adopted repeatedly or with the participation of several persons will be taken into account.

11.Reports Internal Alignment

The 231 Supervisory Board shall report on a continuous, constant and periodic basis towards the Board of Directors and the Board of Auditors, on the number and type of Reports received and takes them into account for the purposes of updating and improving the internal control systems and the 231 Model. The findings of the investigation and decisions taken by the Supervisory Board must be traced and filed by the same. To ensure synergy between the different reporting channels, the Country Compliance Officer, as far as possible and as far as it falls within the scope of application of his competence, will endeavour to facilitate an adequate flow of information between these Channels in relation to the Reports received and the outcome of subsequent stages of the investigation.

12. Protective measures (including prohibition of retaliation)

The protection of the whistleblower is guaranteed by the 231 Supervisory Board and by the Company from the moment of taking charge of the Report.

1)Any Personnel who submit the Reports may not be penalized, assigned, dismissed, transferred or subjected to any other organizational measure having a direct or indirect negative effect on his/her working conditions.

2)The discriminatory or retaliatory acts adopted by the Company are null and void.

3)In case of disputes on any disciplinary sanctions or further organizational measures with negative effects on the working conditions of the whistleblower, the employer has the burden of proving that they are based on reasons unrelated to the Report.

4)The whistleblower and the trade union organization may report to the National Labor Inspectorate any discriminatory measures taken.

5)The protection of the whistleblower will also be supported by an effective awareness-raising and communication activity for employees on the rights and obligations relating to the disclosure of unlawful actions.

In detail, the Company ensures the application of protective measures (i.e., confidentiality protection, protection against retaliation, limitation of liability, and support measures) provided by current legislation in favor of whistleblowers, as well as the following individuals:

  • Facilitator: a natural person who assists the whistleblower in the reporting process, working within the same workplace and whose assistance must remain confidential;
  • Individuals in the same work context as the whistleblower, the person who filed a report, or the person who made a public disclosure, who are linked to them by a stable emotional bond or by kinship up to the fourth degree;
  • Colleagues of the whistleblower or the person who filed a report or made a public disclosure, who work in the same workplace and have an ongoing and habitual relationship with that person;
  • Entities owned by the whistleblower or for which the same individuals work, as well as entities operating in the same work context as the aforementioned individuals.

The report handler is required to assess whether, at the time of the report, the whistleblower had reasonable grounds to believe that the facts reported were true. Protection ceases if it is confirmed that the whistleblower’s motivations were unfounded and in the case of a first-degree conviction for defamation or slander.

Should the whistleblower be subject to retaliation as a result of the report, he/she has the option of directly contacting the ANAC through the channels regulated by law as set out in paragraphs 14 and 15 below.

Protection of confidentiality

By encouraging the Recipients to promptly report possible illegal behavior or irregularities, the Company guarantees the anonymity of the reporter as well as the confidentiality of the report and the data contained therein, also in the event that it is found to be incorrect or unfounded following the verifications carried out.

The Person responsible for managing the alert has the possibility to view the identity of the informer, with his express consent and, in the following cases, by written communication of the reasons for such disclosure:

  • in disciplinary proceedings, where the disclosure of the identity of the reporting person is essential for the defence of the person against whom the disciplinary charge is raised;
  • in proceedings following internal or external alerts, where such disclosure is also indispensable for the defence of the person concerned.

The identity of the reporting person may not be disclosed to persons other than those competent to receive or follow up on reports; Furthermore, the prohibition to reveal the identity of the whistleblower is not only to be applied to the name of the informer but also to all the elements of the report from which the identification of the informer can be derived, even indirectly.

The identity of the persons concerned and of the persons mentioned in the alert shall also be protected.

13.Protection of Confidentiality and Data Protection

All those who are involved in the management of Reports are required to ensure maximum confidentiality of the whistleblower and facts reported unless the following cases are indicated:

1)the whistleblower incurs criminal liability for slander or defamation under the provisions of the Criminal Code;

2)the whistleblower incurs non-contractual liability pursuant to Art. 2043 of the Italian Civil Code;

3)in presence of any investigation or proceedings initiated by the Judicial Authority.

Within the framework of the disciplinary procedure, the identity of the whistleblower cannot be disclosed, where the disciplinary charge is based on findings which are separate and additional to the Report, even if they are consequential to it. If the dispute is based, in whole or in part, on the Report and the knowledge of the identity of the whistleblower is indispensable for the defense of the reported person, the Report will be usable for the purposes of the disciplinary procedure only if the whistleblower agrees to the disclosure of his/her identity.

The reported person shall not have the right to obtain information on the origin of the Report or to receive information on the personal data of the whistleblower.

The 231 Supervisory Body members and anyone that will take part in the whistleblowing investigation process shall manage any related personal data in compliance with the GDPR, as well as the Company's privacy procedures. In such regards, the 231 Supervisory Board, as soon as it receives the Report, must balance the right to privacy of the whistleblower with that of the reported Personnel. The Company Privacy Officer shall define the privacy roles and connected appointment in writing related to any whistleblowing investigation under this policy.

14. External Reporting Channels

In addition to the internal reporting channels within the Company mentioned above, the whistleblower may submit their report through the following external channels.
Access to external reporting channels is allowed only under certain conditions expressly provided for in Article 6 of Legislative Decree 24/2023, namely:

  • when the mandatory activation of the internal reporting channel is not required in the work context, or, even if mandatory, it is not active or, even if activated, it does not comply with the provisions of Article 4 of Legislative Decree 24/2023;
  • when the whistleblower has already submitted an internal report, but no action was taken;
  • when the whistleblower has well-founded reasons to believe that an internal report would not be effectively addressed, or that making such a report could lead to retaliation;
  • when the whistleblower has well-founded reasons to believe that the violation could pose an imminent or obvious danger to the public interest.

15.External Channels via ANAC

Whistleblowing reports can be submitted to ANAC (National Anti-Corruption Authority) through the channels specifically set up by the Authority:

  • online platform;
  • oral reports;
  • direct meetings scheduled within a reasonable timeframe.

14.1 Public Disclosure

Public disclosure means that information on the violations is made available to the public through the press or electronic means, or through other forms of dissemination capable of reaching a large audience.
In the case of public disclosure, if the whistleblower voluntarily reveals their identity, confidentiality protection is not applied, while all other protections provided for the whistleblower under Legislative Decree 24/2023 remain in place. However, if the whistleblower discloses violations using, for example, a pseudonym or nickname, which does not allow for identification, ANAC will treat the disclosure as an anonymous report and will ensure it is recorded for preservation purposes, in order to provide protections for the whistleblower if their identity is revealed later and if they report retaliation.

14.2 Reporting to Judicial Authorities

The whistleblower can file a report of illegal conduct they become aware of in the workplace directly to the competent national authorities, both judicial and accounting. It should be noted that in this context, only crimes that are prosecutable ex officio can be reported.

16.Effectiveness and review of Policy

This policy shall take effect from the issuing date and prevail any other conflicted documents. The Company Legal Department is responsible for the interpretation and administration of the requirements set out in this Policy. The Company reserves the right to amend this document and procedure at any time according to the applicable local laws and regulations.