Whistleblower Policy

Introduction and Background

Bagger-Sørensen & Co A/S wishes to be credible and have an open corporate culture on all issues related to Bagger-Sørensen & CO A/S and all of their Danish group companies (the “Company”), and the Company wishes a culture, where all are free to express themselves if they have knowledge or suspicion that other employees or the management of the Company have violated or intend to violate current legislation.

As part of this, the Company has established a whistleblower scheme. The whistleblower scheme is a supplement to the direct and daily communication at the workplace regarding errors and unsatisfactory conditions, etc.

Reports under the whistleblower scheme must always be made in good faith.

Reports are filed electronically via the Safe2Whistle web portal, administered by the Bech-Bruun law firm, who also screens all incoming reports. If a report is deemed to fall outside the Company’s whistleblower scheme, it will be rejected, and the reporting person will be informed accordingly. If the report falls within the scope of the whistleblower scheme, it will be passed on to the relevant internal administrators of the Company for internal processing and investigation.

Reports filed in “Safe2Whistle” must, as far as possible, be transparent, i.e., include the reporter’s identity and contact information. However, it is possible to submit an anonymous report if the reporter feels more comfortable doing so. More information about anonymity may be found under the section “Anonymity” below.

The purpose of the Whistleblower Policy is to explain how the whistleblower scheme works.

Who may file reports?

All employees of the Company as well as members of the Company’s management board and members of the board of directors are comprised by the whistleblower scheme. In addition, other persons, such as business partners or suppliers with a work-related connection to the Company, can use the whistleblower scheme.

What may be reported?

The whistleblower scheme is solely for the reporting of serious violations subject to the Danish Whistleblower Protection Act (Act no. 1436 of 29/06/2021 with any subsequent amendments). Thus, reports to the Company’s whistleblowing system may concern:

  • Violations of specific areas of the EU law
  • Serious offences and other serious matters

In regard to violations of specific areas of the EU law, a report may e.g., concern:

  • Violations regarding EU law concerning public procurement, product safety and compliance, as well as environmental protection. For the remaining areas of relevant EU law, reference is made to article 2 of the EU Directive (EU) 2019/1937 of 23 October 2019 on the protection of persons who report breaches of Union law.

By other serious offences and other serious matters, reports may e.g., concern

  • Financial crime, e.g., embezzlement, fraud and forgery of documents
  • Breach of good corporate governance, e.g., bribery or distortion of competition
  • Violation of the working environment and work safety
  • Violation of environmental regulations and pollution of the environment
  • Serious or repeated violations of material internal guidelines, e.g., on business trips, gifts, financial reporting, etc.
  • Serious workplace conflicts, e.g., in the form of physical violence and sexual abuse

Matters such as bullying, dissatisfaction with pay, violation of alcohol policy, etc. or other HR-related personnel matters may, in general, not be reported via the whistleblower scheme, but must instead be reported to the reporter’s manager or directly to the Company’s human resource manager.

Who processes the reports?

After Bech-Bruun’s initial assessment, reports are processed internally by Morten Beck Jørgensen, who is an external member of Bagger-Sørensen & Co. A/S’ board of directors. Any reports concerning Morten Beck Jørgensen will be processed by Bech-Bruun in collaboration with Hans-Henrik Eriksen.

Bech-Bruun will be notified via the whistleblower portal about the outcome of the investigation and will assess whether the matter may be considered as closed, or whether the report should give rise to additional investigations.

How are the reports handled?

When a report is received, Bech-Bruun will, as external administrator, conduct an initial screening of the matter and reject reports that do not fall within the scope of the whistleblower scheme. The purpose of the external anchoring is to ensure impartiality and objectivity in report processing. In this connection, Bech- Bruun is the data processor on behalf of Bagger-Sørensen & Co. A/S, who is the data processor of the Company.

If the report does not fall within the scope of the scheme or proves to be obviously unfounded, it will be immediately rejected and deleted from the system, and the person who reported the case will be notified accordingly. The reporting person will be encouraged to contact another person relevant to the case, e.g., their line manager or their manager.

If the initial screening concludes that the report falls within the scope of the whistleblower scheme, the report will be forwarded to Morten Beck Jørgensen, who will investigate the case. Morten Beck Jørgensen is subject to a special obligation of confidentiality.

No later than 7 days after a report has been received in the whistleblower scheme, the reporter will receive a confirmation of the receival of the report. As a main rule, the reporter will receive a notification concerning the closure of the report no later than 3 months from receiving this confirmation. If the processing of a report requires longer than 3 months, the reporter will receive a notification regarding the reason why further investigation time is necessary. The reporting person will as a main rule, within the limits of Danish legislation, receive information about the outcome of the report.

All communication between the reporting person and Bech-Bruun will take place over the whistleblower portal. Thus, it is important that the reporter follows the report on the whistleblower portal if they want to receive confirmation of receipt of the report, a reason for why the report require longer processing time and if the reporting person wants to receive a notification about the outcome of the investigations of the report.

It is important that the whistleblower scheme is not used for false accusations where innocent people are placed under suspicion. All reports must therefore be made in good faith. If a report has been submitted in bad faith and proves to be a result of personal negative feelings, revenge, etc., it may have employment related consequences for the reporting person’s employment relationship.

How does one file a report?

Reports are made via the “Safe2Whistle” internet portal. Reports may not be filed in any other way. If you wish to file a report, the following URL must be entered in a browser:

https://report.whistleb.com/da/baggersorensen which links to the Safe2Whsitle portal.

It is recommended that reports be filed from a private device (PC, tablet or similar).

When submitting a report, the information listed below will generally be useful in connection with further investigation of the issue:

  • A description of the issue in question, including date, place, and the name(s) of the person(s) involved
  • Any documentation or evidence concerning the violation or other information which may as-sist the investigation

Anonymity

It is up to the reporting person whether they want to file the report in their own name or anonymously.

If the reporter choose anonymity, it is important that they do not state their name anywhere in the report. In addition, the reporter should be aware that their identity might be inferred from the information they have provided in the report.

Subsequent clarification and obtaining additional documentation

When filing a report, additional information may be requested from Bech-Bruun. Furthermore, the reporter may check on the status of the report at any time, also via Safe2Whistle. Thus, it is important that the reporting person keeps up to date with their report in the whistleblower portal.

We recommend that the reporter be forthcoming with further information, as the case may not be able to be concluded without it.

Protection against retaliation

All reports filed in good faith are protected against any form of retaliation. Any person who attempts to retaliate against a whistleblower who has filed a report in good faith may be subject to sanctions pursuant to employment law. Reference is in this regard made to the Danish Whistleblower Act (Act no. 1436 of 29/06/2021 with any subsequent amendments).

Confidentiality

Bech-Bruun is as the external administrator together with Morten Beck Jørgensen og Hans-Henrik Eriksen subject to a special duty of confidentiality. Further, any person who is involved in the investigations of a report will be subject to the same special duty of confidentiality in regard to any information that has or is subject of the investigation of the report received through the whistleblower scheme.

Notice to the reported person and to other persons

1. The following apply for Arcedi Biotech, GRISOGKO, For Emma, Fiberpartner, Niels Burchart, Bøgeris Transportbånd, Rampe Sluseteknik, Flex Wind DK, Grene Wind Industry Supplies, Nos and MPASIA

If information about you has been reported in the whistleblower scheme and the report is assessed to fall within the Company’s whistleblower scheme, you will be notified as soon as possible, taking into account the investigation of the report.

If, on the other hand, the report is assessed to fall outside the Company’s whistleblower scheme, you will be notified in accordance with the rules of the General Data Protection Regulation and the Danish Data Protection Act.

2. The following apply for all the other group companies, which are not mentioned above in section 1

If information about you is reported in the whistleblower scheme and the report is assessed to fall within the Company’s whistleblower scheme, you will generally not receive notification of this.

If, on the other hand, the report is deemed to fall outside the Company’s whistleblower scheme, you will be notified in accordance with the rules of the General Data Protection Regulation and the Danish Data Protection Act.

IT Security

The system used to register the reports is operated by Whistleblowing Center AB, an independent party that guarantees the system’s security and anonymity (if requested).

Rights of data subjects

Individuals about whom information has been registered in connection with the whistleblower scheme, including the reporting individual, may request access to the registered personal data in order to check its accuracy and correct any incorrect, incomplete or outdated information.

Furthermore, the data subject has the right to object to the processing and request restriction of it with regard to his/her personal data. In addition, data subjects have the right to request rectification or erasure of their data if necessary. In certain circumstances, the data subject may also request that the Company provide a copy of his/her personal data in a structured, commonly used and machine-readable format and request that we transmit the data to another data controller.

Deletion of personal data

Personal data processed in connection with the Company’s whistleblower scheme is stored for as long as necessary for the purposes for which the data was collected.

Personal data processed in connection with the Company’s whistleblower scheme is stored for as long as necessary for the purposes for which the data was collected.

If the outcome of a specific case is that there is no evidence of irregularities, the personal data shall be deleted immediately and usually within two months after the case is closed.

Reports that are processed but do not lead to a police report are deleted 2 years after the investigation is completed.

If a report is made to the police or other relevant authorities, personal data is deleted 5 years after the case is closed.

Information may also be saved if it is anonymized.

 

Data protection

The Company may process the following personal data about the reported person and others mentioned in the report:

  • Name, position, contact details and reported information
  • Description of the alleged offence

The personal data is processed for the purpose of administering the whistleblower scheme and handling reported incidents, including clarification of potentially criminal offences.

For Arcedi Biotech, GRISOGKO, For Emma, Fiberpartner, Niels Burchart, Bøgeris Transportbånd, Rampe Sluseteknik, Flex Wind DK, Grene Wind Industry Supplies, Nos and MPASIA, the processing of personal data in connection with a report received in the whistleblower scheme is based on the balancing of interests rule in Article 6(1)(f) of the General Data Protection Regulation, as the Company has a legitimate interest in investigating reported matters. For criminal offences, the basis for processing is section 8(3) of the Danish Data Protection Act, as it is necessary to safeguard a legitimate interest that clearly exceeds the interests of the data subject. For other sensitive information, the processing of personal data in connection with a report received via the whistleblower scheme is based on section 12(2) of the Danish Data Protection Act.

For all other companies in the Company, the processing of personal data in connection with a report is based on Article 6(1)(c) of the General Data Protection Regulation, as the Company is subject to a legal obligation to have a whistleblower scheme. For criminal offences, the basis for processing is section 8(3) of the Danish Data Protection Act, as it is necessary to safeguard a legitimate interest that clearly exceeds the interests of the data subject. For other sensitive information, the processing of personal data in connection with a report in the whistleblower scheme is based on Article 6(1)(f) and Article 9(2)(g) of the General Data Protection Regulation, cf. Section 22 of the Danish Whistleblower Act.

In order to fulfil the above purposes, the Company may grant third parties who provide relevant services on the basis of a contractual relationship with the Company access to the personal data. This may, for example, be IT suppliers or other suppliers who process personal data for the Company. Such suppliers will only process personal data in accordance with the Company’s instructions under data processing agreements.

Under certain circumstances and in accordance with legislation, it may be necessary to disclose your personal data to, for example, the police, lawyers, courts, other public authorities and group companies.

Personal data may be transferred to data processors established in countries outside the EU/EEA. Such transfer will only take place when a transfer basis has been secured. Furthermore, the transfer will be based on the EU-US Data Privacy Framework or the EU Commission’s standard contracts, which you have the right to access.

Each company within the Bagger-Sørensen group are each responsible for the processing of personal data. If you are unsure who the data controller is, you can always contact Bagger-Sørensen & Co. A/S, Tabletvej 1, 7100 Vejle.

Questions

Any questions about the whistleblower scheme may be directed to TMI, HHE or Morten Beck Jørgensen.

Vejle, November 2023

Contact info

Thomas Mikkelsen: tmi@baggersorensen.com tel. 20 60 79 24

Hans-Henrik Eriksen: hhe@baggersorensen.com tel. 20 60 79 81

Morten Beck Jørgensen: mbej@novo.dk tel. 30 67 47 83

You can lodge a complaint with the Danish Data Protection Agency, Carl Jacobsens Vej 35, 2500 Valby, dt@datatilsynet.dk.

If you do not feel safe using the Company’s whistleblower scheme, or due to other reason feel safer using and external whistleblower scheme, you may file a report via the Danish Data Protection Agency’s external whistleblower scheme, in which you may file a report either in writing or orally. The Danish Data Protection Agency’s whistleblower scheme is available via www.whistleblower.dk.