Group 107 Ltd
Procedure for handling complaints about deficiencies
1.1. Group 107 Ltd. and its subsidiaries (as it will be from time to time) (the "Company"), is committed to conducting its business activities at the highest level of integrity and ethical standards and in accordance with all laws, procedures, guidelines and the ethical code applicable to its activities.
1.2. The management of the company and its board of directors attach great importance to the fact that the company is managed and operates according to accepted ethical and business norms, while maintaining the provisions of the law applicable to it and avoiding acts of corruption and the violation of the basic trust established between the company and its employees.
1.3. The company's management and its board of directors are aware that each of the company's employees, its officers, and its contractors (hereinafter collectively: "Employee" or "Company Employees") has the basic duty to ensure that no acts are carried out in the company, which deviate from the accepted norms and/or involve a violation of the law , breach of trust, corruption and the like. For this purpose, there may be situations in which an employee of the company will be required to report, according to his choice, to his direct supervisor and/or the supervisor of the defect procedure, as defined below, about the occurrence of such cases, in order to help prevent or stop them, as the case may be. To the extent that the report is made to the employee's direct supervisor, then it is the direct supervisor's responsibility to forward the report to the supervisor of the defect procedure, as defined below.
1.4. This procedure is intended to create an open, direct and confidential access channel for each of the company's employees, for the purpose of filing a complaint or providing a report on any failure or fear of non-compliance with any of the legal provisions and work procedures in the company.
1.5. The purpose of this procedure is to ensure in real time, discovery and reporting of any deficiency, abuse and/or embezzlement that has occurred, exposure of corruption and/or exploitation of confidential information while providing backup to the reporting employee while maintaining full discretion, with the aim of ensuring that the employee can report the deficiencies without fear of harm to his work, including the conditions of his employment and promotion in the company, and knowing that such a report will receive the appropriate attention and treatment.
As a general rule, the company strives for the communication between the company's employees and their superiors to be done in a direct and open manner, in a way that will allow the employee, first and foremost, to contact directly the person in charge of their authority regarding any concern about the existence of a deficiency, without him feeling that such an appeal would have a negative impact on his work or tenure in the company, and from the knowledge that such a request will receive the appropriate attention and treatment. However, there are cases in which contacting the authority is not possible, such as in the case where the authority himself is involved in the execution of the defect, or due to his proximity to the defect operator, etc. For the benefit of such cases, among other things, this procedure was created, which is designed to allow the company's employees to submit a complaint directly to the supervisor of the defect procedure, as defined below.
This procedure applies to all company employees as well as all company departments and their various levels.
Regarding this procedure, the person in charge of the defects procedure is Mr. Adi Katz, the CEO of the company ("the person in charge of the defects procedure").
Without detracting from the generality of the aforementioned, this procedure will apply, among others, to the following deficiencies (not a closed and exhaustive list):
5.1. a criminal offense, including theft, fraud or bribery;
5.2. Improper administrative actions, including actions contrary to the company's internal procedures and abuse of authority or deviation from it;
5.3. Unauthorized release and/or transfer of confidential information;
5.4. Breach of contract;
5.5. risks to health or the environment;
5.6. cyber risks and information security;
5.7. an action that harms the good name or reputation of the company;
5.8. non-compliance with legal or regulatory requirements or obligations;
5.9. Intentional concealment of any of the actions listed above;
6.1. In any case where an employee believes that there is a fear of a violation of the company's binding norms or deficiencies in the management of its business by any of the company's employees, he may report to his direct supervisor. To the extent that the employee does not wish to report to his direct supervisor and/or to the extent that the violation or deficiency concerns the employee's direct supervisor and/or his relative, as stated in section 2 above, he may report to the following parties:
6.1.1. In Israel - to Mr. Adi Katz, CEO of the company ("Reporting Representative in Israel") via email at the address: adi@group107.com or via phone at the number: +972037208200.
6.1.2. In Ukraine - to Ms. Oleksandra Usiemwanta ("Reporting Representative in Ukraine") via email with the address: sandra@israelit.pro or via phone with the number: +380634526356.
6.1.3. In the event that the deficiency allegedly concerns, directly or indirectly, the supervisor of the deficiency procedure and/or the referral representative in Israel and/or the referral representative in Ukraine, the chairman of the company's audit committee, Ms. Maya Finger-Kern, should be contacted by email at the address: mayafinger1@gmail.com or by phone number: +972545590887.
6.1.4. In any case where inquiries are received by the employee's direct supervisor and/or the reporting representative in Israel and/or the reporting representative in Ukraine, the employee's direct supervisor and/or the relevant representative will forward the reference to the supervisor of the defect procedure.
6.1.5. Nothing in section 6.1 above is intended to prejudice the right of any of the company's employees to contact a referral representative in Israel and/or a referral representative in Ukraine, as the case may be, and regardless of the employee's geographic location.
6.1.6. It is hereby clarified that one should not wait until the violation actually occurs. Early reporting will prevent offenses and penalties and save many expenses and damages.
6.2. A report of said defect can be made orally or in writing. A complaint that is submitted in writing will be on a complaint submission form, attached as Appendix A to this procedure, and will include the facts that constitute the reported deficiency, the dates associated with the reported deficiency, the names of the parties concerned, the name of the complainant, his signature, as well as any relevant documents and/or any other details that can support the complaint. The complaining employee must include in his report all the details in his possession and contain sufficient information about the deficiency to allow the deficiency to be properly investigated.
6.3. A complainant who requests that his details be kept confidential shall indicate this in the complaint form. A complainant who would prefer his application to be anonymous will not be required to indicate his name or any identifying information in the complaint form. Reporting a defect anonymously can be done through an anonymous e-mail address opened by the employee or through a dedicated mailbox intended for company employee inquiries, which will be placed both in the company's offices in Israel and in the company's offices in Ukraine. The person in charge of the defect procedure will see to it that the designated mailbox is placed in the company's offices as mentioned above, as well as checking the designated mailbox every week.
6.4. It will be emphasized that anonymous reporting can make it difficult for the company to handle and check the report and it is possible that in some cases anonymous reporting will prevent the company from handling the problem. Therefore, the company encourages its employees to make every effort to contact their direct supervisor and/or the referral representative in Israel and/or the referral representative in Ukraine, in accordance with the provisions of this procedure, and whenever this is not possible, contact anonymously and attach for his report all the relevant documents and information in his possession.
6.5. In the event that the employee reports to his direct supervisor and/or to the relevant reference representative while stating his name, his name will not be disclosed as long as this is not required to complete the inspection procedures. To the extent that disclosure of the employee's name is required in order to complete the aforementioned inspection procedures, the employee will be informed in advance of the aforementioned necessity, in order to obtain his consent.
In the event that the person in charge of the defect procedure and/or the chairman of the company's audit committee (the "handling party") receives a report regarding the defect, the actions detailed below will be carried out:
7.1. The handling party will perform an initial examination of the details of the report, including the examination of the accompanying documents as they have been forwarded to him. To the extent that details are missing from the report details in this case, the handling party will wait for additional details or work to obtain them, when each case will be examined respectively according to its nature, essence, sensitivity and special circumstances.
7.2. As far as possible and in accordance with the need, the handling party will invite the complainant to find out more details about his application. In this regard, the company undertakes to make available to the person in charge of the defect procedure all the assistance required for the fulfillment of his duties as detailed above and below, including providing the necessary resources for this purpose.
7.3. In the event that the complaint does not raise concerns about violating the law or the company's procedures, the person handling the complaint will record the information received and the complaint will be shelved.
7.4. Depending on the defect and as the case may be, the handling party will inform the CEO of the company (as long as it is not the same party) about the details of the defect, as well as at the discretion of the person in charge of the defect procedure, the chairman of the audit committee (as long as he is not the handling party) or the board of directors.
7.5. The person in charge of the defect procedure will involve in the handling of the report other relevant parties within the company and/or outside it, such as its legal advisors, CPA, etc., as required, and will take the necessary steps to clarify the report, including questioning the relevant parties, including the complainant (as long as the reference is not anonymous). The company's employees are required to cooperate fully in any inspection carried out according to this procedure.
7.6. The person in charge of the defect procedure will provide his findings regarding the report and his recommendations regarding the necessary steps to address the problem raised, as required, no later than thirty days from the date the report was submitted for his attention. As required for the purpose of handling the reporting of actions, which are the responsibility of other parties in the company, the said parties will report the proceedings under their responsibility by the said date. In cases that justify it, the chairman of the audit committee may extend the deadline for updating the findings.
7.7. To the extent this requires it, the chairman of the audit committee will convene the audit committee of the company, for the purpose of discussing the findings of the report and the recommendations for handling the report. The audit committee will supervise the manner in which these recommendations are implemented by the company.
7.8. The person in charge of the defect procedure will be responsible for documenting all the steps related to handling the report in accordance with this procedure. After the reporting procedures are completed, all documents related to this documentation will be kept at the company's offices.
7.9. At least once a year, the person in charge of the defect procedure will report to the audit committee a report of defects and violations of the center, the defects and failures that were recorded, the method of handling the defect, a recommendation regarding the method of handling and updating the procedure as required. The audit committee will address the deficiencies in the company's business management, partly in consultation with the company's internal auditor or the auditing accountant, and will offer the board of directors ways to correct them; If the audit committee found such a defect to be a material defect, it will hold at least one meeting regarding the defect in question, in the presence of the internal auditor or the auditing accountant, as the case may be, and without the presence of company officers who are not members of the committee. Notwithstanding what is stated in this section, an official may be present to present a position on a subject within his area of responsibility if the committee so requests.
8.1. Free reporting of complaints or suspicions on the part of the company's employees without fear of punishment or any harm to their status, is essential for the implementation of this procedure and for the implementation of the mandatory norms in the company and the implementation of its policy to operate in a business environment based on principles of honesty and fairness. Therefore, the company undertakes to handle such reports with the utmost secrecy, while maintaining the reporting employee's dignity and privacy, as well as protecting the reporting employee from any harassment or harm.
8.2. The conditions of the complainant's work or tenure will not be affected, and he will not be fired or transferred from his position because he filed a complaint (except if this is necessary to protect the complainant), or helped another employee or official to file a complaint, or provided information to the supervisor of the defect procedure and/or who on his behalf and/or cooperated with them in the investigation of the complaint.
8.3. The responsibility for maintaining the conditions of the complainant's work or tenure under the circumstances detailed above rests with the authority in charge of him. If necessary, the person in authority will contact the senior management level in order to help protect the complaining employee. If the complaining employee feels that the person in authority is not taking care of the proper protection for him, he can contact the person in charge of the defect procedure.
8.4. The protection mentioned in Sections 8.2 and 8.3 above, will only be given regarding a complaint in which all of the following are met:
8.4.1. The appeal was submitted by the employee in good faith or the employee assisted in submitting the complaint in good faith;
8.4.2. The appeal was filed for a violation of the company's binding norms, among other things, as a result of the company's adoption of the code of ethics;
8.5. As long as the complainant's complaint is clarified, no hearing and/or disciplinary procedure will be held for the complainant regarding the subject of the complaint.
8.6. As long as the complainant's complaint is clarified, no hearing and/or disciplinary proceedings will be held for the complainant in any other matter that is not the subject of the complaint, except if the summons of the investigation and disciplinary committee preceded the submission of the complaint by the complainant and except in exceptional cases in which the supervisor of deficiencies procedure determines that the holding of the investigation is urgent and is important for the proper functioning of the company and does not tolerate delay.
9.1. The company's employees will not misuse this procedure, among other things, by defaming and spreading a false report.
9.2. To the extent that an employee is not sure that the information in his possession regarding the deficiency does fall within the scope of this procedure, he may consult with his direct supervisor and/or the supervisor of the deficiency procedure.
9.3. The company reserves the right to use all the tools at its disposal, subject to the provisions of the law, against a complainant, who made a false report through this procedure.
10.1. This procedure will be distributed to each of the company's employees and will be given in the future to any new employee who will be hired by the company.
10.2. Once every 12 months, the person in charge of the defect procedure will distribute to the company's employees, an update to the procedure via e-mail.
10.3. The signing, once a year, of all the company's employees on a statement in the form attached to this procedure as Appendix B according to which, as a general rule, they declare that they have accepted the procedure and that its conditions are acceptable to them.
The person in charge of the defect procedure and the company's audit committee will regularly monitor the implementation of this procedure.
12.1. The provisions of this procedure do not prevent an employee from contacting his superiors in any matter and issue as he deems appropriate.
12.2. It should be emphasized that this procedure is intended to add to the provisions of the law and its provisions do not detract from the provisions of any law, including the Law on the Protection of Employees (Disclosure of Offenses and Harm to the Purity of Morals or Good Management), 1997-57, and it does not derogate from other provisions and procedures existing in the group (including as part of the internal enforcement program).
12.3. This procedure is intended to guide the company and its employees in proper conduct in relation to reporting by employees in connection with deficiencies and protection for whistleblowers. This procedure does not amount to a personal and/or collective employment agreement and/or services agreement, and it does not add to or detract from and/or damage the company's employment agreements and/or service agreements and/or grant rights according to labor laws, including financial rights.
12.4. This procedure is worded in the masculine language for convenience only.
Appendix A - Complaint submission form
To:_____________ Date:___________
1. Complainant's name: ________________________________________
2. Organizational affiliation: ___________________________________________________________
3. Date when the precedent occurred: __________________________________________
4. Contributing factors in establishing of a precedent:
______________________________________
______________________________________________________________________
5. Description of the complaint: ___________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
6. Additional documents: ___________________________________________________________
______________________________________________________________________
☐ Keep my identity confidential
7. Complainant's signature: __________________________________________________________
Appendix B - Confirmation of receiving a procedure for handling complaints about deficiencies
to
Group 107 Ltd., ID number 516199445 ("the company")
The person in charge of the defect procedure
Subject: Confirmation of receiving a procedure for handling complaints about deficiencies
I confirm that I have received the procedure for handling complaints about deficiencies ("the procedure") of the company, I have read the procedure, I understand its content and I undertake to act according to its provisions.
Insofar as I have certain questions in connection with the application of the procedure, I undertake to contact the supervisor of the defect procedure.
* Worded in the masculine language for convenience only.
Name: _______________________
Position: _____________________
Date: _____________________
Signature: _____________________