TNT POLICY SECURITY CLASSIFICATION: PUBLIC

Transcription

1 TNT POLICY SECURITY CLASSIFICATION: PUBLIC Title Date of effect 23 October 2015 Version 30 Policy Owner Tjeerd Wassenaar, General Counsel Direct telephone no

2 Document history Approvals Approved by Date of approval Version Board of Management 14 February Audit Committee 23 February Supervisory Board 24 February Board of Management of TNT NV resolution to adopt as procedure of TNT Express NV effective date of separation from TNT NV 8 February TNT Executive Board 20 October Revisions Name and title Date of revision Summary of changes Group Director Integrity 25 June 2007 Policy names & lay-out Group Director Integrity 10 October 2008 Applicable laws update, address update, names & certain functions Risk Management and Internal Control department May 2011 Transfer from TNT NV group procedure to TNT Express NV procedure Cosmetic amendments only No content changes Compliance function May 2014 Name and title of procedure owner updated No content changes made General Counsel and Business Ethics Function October 2015 Re-brand as a policy Name and title of policy owner updated Update to new organisational structure Update contact information and clarification of content Version 30 Direct telephone no Page 2 of 11

3 Table of contents 1 OBJECTIVE OF THIS POLICY 4 2 SCOPE 4 3 DEFINITIONS 4 4 PROVISIONS AND RESPONSIBILITIES 5 41 Responsibility for day-to-day management of this policy 5 42 Reporting procedures All Breaches Breach relating to accounting or audit related matters, or to the functioning of the TNT Internal Audit and TNT Risk Management & Internal Control Function Breach relating to members of the TNT Executive Board, Supervisory Board or its Committees Breach relating to the TNT Supervisory Board Chairman, the General Counsel or the Business Ethics function 6 43 Content of a report 6 44 Acknowledgement of Receipt 6 45 Anonymity 7 46 Confidentiality 7 47 Protection 7 48 False reporting 7 49 Investigation process TNT Business Ethics Authorisation for Local Involvement Evidence Mandatory co-operation Feedback Record keeping Disciplinary action Reports submitted to Audit Committee, Chairman of Supervisory Board or chief people officer 9 5 RELATIONSHIP WITH OTHER POLICIES AND PROCEDURES 10 6 COMMUNICATION 10 7 IMPLEMENTATION 10 Appendix: Contact information Version 30 Direct telephone no Page 3 of 11

4 1 Objective of this Policy TNT is committed to sound business conduct and therefore manages its business according to the TNT Business Principles, which require an ethical and transparent way of doing business TNT encourages all employees and third parties to promptly report any breach, suspected breach or irregularity in any law, regulation, the TNT Business Principles or any other TNT policy in good faith Reported breaches will be acted upon promptly and with strict confidentiality and TNT will not retaliate, or undertake action against employees and third parties for filing a report or assisting another person in doing so in good faith This policy clarifies the rights and obligations of employees reporting a breach, of management and dedicated functions handlings such report, and of TNT as a company 2 Scope This policy is applicable to TNT companies and employees as well as to all entities or individuals acting on behalf of TNT Third parties may elect to use this policy as well if they want to report breaches of the TNT Business Principles The does not replace existing procedures relating to grievances regarding employment, customer service complaints or any other matter covered by another more specific TNT policy or procedure It is the responsibility of all TNT employees to use the most appropriate reporting channel 3 Definitions Terms defined in this policy are presented in bold type the first time they appear in this document TNT company or TNT companies is defined as: TNT Express NV and any entity in which TNT Express NV, directly or indirectly, has a controlling interest and/or control (a subsidiary) Controlling interest or control means the power to (i) control a majority of the voting rights or (ii) to appoint or dismiss more than half of the managing directors TNT is defined as TNT Express NV TNT employee(s) is defined as: Any individual employed with a TNT company under a permanent or temporary employment contract, as well as any individual working for TNT on an interim and/or consultancy basis (eg via a temporary labour agency) Version 30 Direct telephone no Page 4 of 11

5 Third Party or Third Parties is defined as: All customers, suppliers, vendors, contractors, business partners, government bodies or officials, or the public in general A breach or breaches is defined as: a) an act or suspected act of breaking or failing to observe any law or regulation b) an act or suspected act of breaking or failing to observe the TNT Business Principles, the TNT Business Ethics Policy Framework or any other TNT Policy c) (suspected) acts of fraud d) (suspected) acts of bribery or corruption as defined in relevant (anti-corruption) legislation e) accounting manipulations, internal control override or deliberate misreporting f) alleged irregularities in governance and general or alleged irregularities concerning the functioning of the members of the TNT Executive Board, the Supervisory Board (including its committees), the General Counsel, the management and staff of TNT Business Ethics or the management and staff of TNT Internal Audit and TNT Risk Management & Internal Control 4 Provisions and responsibilities 41 RESPONSIBILITY FOR DAY-TO-DAY MANAGEMENT OF THIS POLICY The TNT Executive Board and the Audit Committee of the TNT Supervisory Board have delegated their responsibility for the day-to-day management of this policy to the office of the General Counsel 42 REPORTING PROCEDURES 421 All Breaches Reports by TNT employees TNT employees are encouraged to promptly report to their line manager or management any breach they reasonably believe has taken place, is taking place or will take place However, if the breach relates to alleged irregularities concerning the functioning of the members of the TNT Executive Board, the Supervisory Board (including its committees), the General Counsel or the management or staff of TNT Business Ethics, TNT Internal Audit and TNT Risk Management & Internal Control, the special procedures as set out under 422, 423 and 424) of this clause shall apply If reporting to line management or management is not possible or if the employee does not feel able or comfortable to do so, he/she can raise their concern directly with the TNT Business Ethics Department by regular mail, or phone The contact information is included in the Appendix of this policy Version 30 Direct telephone no Page 5 of 11

6 Reports by third parties Third parties may also use this policy to report a breach by regular mail, , or phone to the TNT Business Ethics Department at the contact information included in the Appendix 422 Breach relating to accounting or audit related matters, or to the functioning of the TNT Internal Audit and TNT Risk Management & Internal Control Function In addition to reporting a breach to the line manager, management or Business Ethics Department, if the breach relates to accounting manipulation (internally and externally), internal control override or any deliberate misreporting, or if the breach relates to the functioning of the management or staff of TNT Internal Audit or TNT Risk Management & Internal Control, reports may also be submitted directly to the Audit Committee by regular mail, or phone (see contact details in Appendix) 423 Breach relating to members of the TNT Executive Board, Supervisory Board or its Committees If the breach relates to alleged irregularities regarding the functioning of the members of the TNT Executive Board or the Supervisory Board, including any of its committees, reports shall be submitted to the Chairman of the Supervisory Board by regular mail, or phone (see contact details in Appendix) 424 Breach relating to the TNT Supervisory Board Chairman, the General Counsel or the Business Ethics function If the breach relates to alleged irregularities regarding the functioning of the Chairman of the TNT Supervisory Board, the General Counsel or the management or staff members of TNT Business Ethics, reports shall be submitted exclusively and directly to the TNT Chief People Officer (see contact details in Appendix) 43 CONTENT OF A REPORT TNT will have difficulty investigating reports that do not provide sufficient detail regarding a breach To assist TNT in its response to, or the investigation of a report of a breach, the report should contain as much information, facts and figures as possible, including (but not limited to) the person(s) involved, the circumstance, any witnesses and the location or any other information that would assist TNT in investigating the breach 44 ACKNOWLEDGEMENT OF RECEIPT If a report of a breach is received by the TNT Business Ethics Department, this department will acknowledge receipt of the report to the whistleblower within three (3) working days, unless the whistleblower left no response details Version 30 Direct telephone no Page 6 of 11

7 45 ANONYMITY TNT encourages employees to report any breach directly and openly to their line-manager, higher management or to the TNT Business Ethics Department Subject to restrictions that may apply under local law, it is possible to file a report anonymously Please note, however, that anonymous reporting may hinder or complicate any investigation that may follow and may prevent appropriate action from being taken 46 CONFIDENTIALITY All reports of a breach will be handled in a strictly confidential manner Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate investigation of the report, to provide updates to the Executive Board, Management Board, Supervisory Board and its committees, and to perform subsequent remedial measures In the event that disclosure is required by law, TNT will ensure the employee or third party reporting the breach is protected Employees must avoid any form of internal or external disclosure (eg through the use of social media channels such as LinkedIn, Twitter and/or Facebook) concerning any breach they might want to report or have reported, unless required to do so by law Under no circumstance employees shall display any information related to a breach or suspected breach, or to its internal follow-up, in the public domain and/or on social media 47 PROTECTION Any employee who reports a breach, which the employee reasonably believes (or may reasonably believe) to be true, will be given protection for such reporting This protection means that TNT will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment TNT does not tolerate any form of threat, retaliation or other action against an employee who has made or assisted in the making of a report of breach Any such threat, retaliation or other action must immediately be reported to the General Counsel and/or to the Head of Business Ethics 48 FALSE REPORTING TNT will not tolerate abuse of its reporting channels or deliberately false reports of a breach If an employee makes a report of a breach which he or she knows to be false, he or she will be subject to disciplinary action which may involve termination of employment False reporting could also lead to civil or criminal prosecution The employee may be liable for damages towards anyone who has suffered from a false report TNT does not indemnify or reimburse any employee who has made a false report for costs or other consequences related to such false reporting False reporting by any third party may equally lead to civil or criminal prosecution Version 30 Direct telephone no Page 7 of 11

8 49 INVESTIGATION PROCESS The following process is put in place to ensure the proper follow-up of a report, to ensure that the evidence of a breach is secured in an appropriate manner, and that the possibilities for recovery of funds or damages by TNT and/or TNT companies are protected as much as possible 491 TNT Business Ethics The management of the Whistleblower Process is delegated to the Business Ethics Department, under the guidance and supervision of the General Counsel, except for those cases handled directly by the Audit Committee, the Chairman of the Supervisory Board or the Chief People Officer If the report of a breach bears enough justification, preliminary enquiries will commence Based on the outcome of such enquiries and in line with the TNT (Whistleblower) Reporting and Investigation Criteria, a decision will be made to either: a) Request Internal Audit to initiate a central investigation into the reported breach; b) Request the appropriate local Security Department to initiate a local investigation; c) Transfer the report to the relevant department (eg if the Whistleblower channel is considered not to be the most appropriate reporting channel); or d) Reject the report (eg based on insufficient detail to work from or if the content of the report does not meet the definition of a breach) The responsibility for conducting the actual investigation and for ensuring that it is being conducted in line with all relevant (legal) requirements is with the Director Internal Audit (for Central investigations); and/or the Director Global Customs & Security (for Local investigations) They may involve appropriate colleagues or any other (external) specialists as required while maintaining strict confidentiality, and will obtain the account of local management involved in any breach that is being investigated 492 Authorisation for Local Involvement Neither management nor employees are allowed to conduct or initiate otherwise any whistleblower investigation (independent or other) or to take any action against a breach or the suspected persons without the prior written authorisation of the General Counsel and/or the Head of Business Ethics 493 Evidence During and after an investigation, evidence and documentation shall be preserved as per the instructions of the Director Internal Audit and/or the Director Global Customs and Security in accordance with reporting instructions/requirements, disciplinary procedures and applicable local legislation Version 30 Direct telephone no Page 8 of 11

9 494 Mandatory co-operation Management and employees are obligated to fully co-operate with and assist the investigators and other parties engaged to investigate a breach TNT expects management at all levels to handle all matters concerning a breach seriously, confidentially and with priority 410 FEEDBACK If requested, any employee making a whistleblower report or being the subject of a whistleblower investigation may receive general information on the progress and closing of the investigation and its outcome, unless providing such feedback would be detrimental to the investigation or breach the rights of other individuals involved 411 RECORD KEEPING The Head of Business Ethics will maintain a log of all reports received by the Business Ethics Department; tracking their receipt, follow-up and resolution; and shall prepare periodic summary reports thereof for the TNT Executive Board, Audit Committee and Ethics Committee Internal or external investigators or specialists engaged by the Director Internal Audit and/or the Director Global Customs & Security will make and retain appropriate records of all investigations and the outcome thereof, including all supporting documents 412 DISCIPLINARY ACTION Employees suspected of a breach will not be considered guilty unless the allegations or suspicions have reasonably been considered proven and unless they have been given the opportunity to defend themselves It is the responsibility of management to implement any measures (disciplinary or otherwise) deemed necessary as a result of established breach incidents in conjunction with the decisions of the TNT Ethics Committee If and when such measures deviate from those decided upon by the Ethics Committee, they will require the prior approval of the TNT Executive Board 413 REPORTS SUBMITTED TO AUDIT COMMITTEE, CHAIRMAN OF SUPERVISORY BOARD OR CHIEF PEOPLE OFFICER In case of reporting directly to the Audit Committee, the Chairman of the Supervisory Board or the Chief People Officer, the persons or committee handling the report will abide by this policy and its guiding principles as much as possible The employee making the report will be afforded all protections provided under this policy Version 30 Direct telephone no Page 9 of 11

10 5 Relationship with other policies and procedures This policy is related to the: TNT Business Principles TNT Policy on Fraud Prevention and Anti-Corruption TNT Policy on Gifts and Entertainment TNT Policy on Conflicts of Interest TNT Policy on Prevention of Insider Trading TNT Policy on Security To support the implementation of and compliance with this policy, TNT companies may further explain and clarify the coverage of this policy, but they must not contradict, limit or redefine the policy requirements Similarly, this policy must not in any way be rebranded as any other policy or procedure 6 Communication This policy has been formally issued by the CFO on behalf of the Executive Board of TNT This policy is published on TNT ExpressNet within the Policies intranet site managed by the Internal Audit, Risk & Control Services function, as well as on the external corporate website of TNT The statutory directors of TNT companies are responsible for ensuring that any translations of this policy that are made, are accurate and fair in all aspects In case of discrepancies or conflict between the English text version of this policy and any translation, the English version shall prevail 7 Implementation This policy must be implemented with effect from 23 October 2015 It is the responsibility of all TNT employees impacted by the scope of this policy to fully implement the requirements of, and to ensure compliance with, this policy The owner of this policy is responsible for providing all necessary communication and/or training/guidance to assist with the implementation process, both internally and towards third parties, and for monitoring compliance with this policy Version 30 Direct telephone no Page 10 of 11

11 Appendix Contact Information: TNT Business Ethics Attn Head of Business Ethics Taurusavenue LS HOOFDDORP The Netherlands Telephone +31 (0) Audit Committee of TNT Express NV c/o General Counsel Taurusavenue LS HOOFDDORP The Netherlands Telephone +31 (0) Chairman of the Supervisory Board of TNT Express NV c/o General Counsel Taurusavenue LS HOOFDDORP The Netherlands Telephone +31 (0) TNT Human Resources Attn Chief People Officer PO Box KG Amsterdam The Netherlands Telephone +31 (0) Version 30 Direct telephone no Page 11 of 11