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Whistle Blowing Policy

Introduction

FEops is committed to achieving and maintaining high standards with regards to behaviour at work and all employees and stakeholders (i.e. shareholders/suppliers/customers) are encouraged to report genuine concerns about unethical behaviour, malpractices, illegal acts or failure to comply with regulatory requirements without fear of reprisal should they act in good faith when reporting such concerns.

FEops views any harassments or retaliations in any form or manner against genuine whistle blowers seriously and will treat such action as gross misconduct, which if proven, may lead to dismissal.

This policy outlines the procedures that the Board of Directors and its Audit Committee have established with respect to the receipt, treatment and retention of Whistleblower Reports received by FEops  existing from time to time (together referred to as the “Company”) regarding

  • concerns about unethical behaviour, malpractices, illegal acts or failure to comply with regulatory requirements that is taking place/has taken place/may take place in the future (including any rules and regulations under the federal securities laws, the U.S. Foreign Corrupt Practices Act (“FCPA”) or the EU Whistleblower protection directive; or
  • accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

(collectively, “Whistleblower Reports”)

Whistle Blowing: How to report?

Whistle Blowing is a specific means by which an employee or stakeholder can report or disclose through established channels.

Only genuine concerns should be reported under this policy. Such a report should be made in good faith with a reasonable belief that the information and any allegation in it are substantially true, and the report is not made for personal gain. The complaining party should identify the subject matter of his or her Whistleblower Report. The practices that are alleged, must be reported in as much detail as possible. Malicious and false allegations will be viewed seriously and treated as a gross misconduct and if proven may lead to dismissal.

All Whistleblower Reports will be treated confidentially, except as agreed with the Whistleblower and except as necessary and proper for appropriate resolution.

The person making a report will be advised that maintaining anonymity may hinder an investigation. Irrespective of this, anonymity will be maintained as long as it is permitted by law or the  person making the report indicates that he/she no longer wishes to remain anonymous, except in case reporting management is a concern, any Whistleblower Report should be reported to the Chief  Financial Officer (“CFO”):

Isabelle Decroos
whistleblowing@feops.com

Mail: mark: STRICTLY CONFIDENTIAL
FEops NV
Attention: Chief Financial Officer Technologiepark 122
9052 Zwijnaarde
Belgium

In case reporting to the management is a concern, then the report should be made to the Chairman of Audit Committee:

Jose Callegordo
whistleblowing@feops.com
Mail: mark: STRICTLY CONFIDENTIAL
FEops NV
Attention: Chairman – Audit Committee Technologiepark 122
9052 Zwijnaarde
Belgium

Whistleblower Reports may be submitted to the Company as follows:

  • The whistleblower may submit a Whistleblower Report to the CFO or Chairman of the Audit Committee, who will identify the subject matter of the Whistleblower report and the practices that are alleged, providing as much detail as possible.
     

Procedures for receiving whistleblower reports

Any Whistleblower Report received in accordance with the procedures set forth above will be forwarded in a confidential manner to the Chairman of the Audit Committee ( if not addressed to him or her initially)  as soon as reasonably practicable following receipt of such Whistleblower Report. In addition, management will be informed that any Whistleblower Report received outside of these procedures should likewise be forwarded in a confidential manner to the Chairman of the Audit Committee as soon as reasonably practicable following receipt of such Whistleblower Report.

To ensure that the Chairman of the Audit Committee is not inadvertently or improperly screening out Whistleblower Reports that should be viewed by the Audit Committee, the Chairman of the Audit Committee will  be charged with preparing and submitting to the Audit Committee prior to each regularly scheduled meeting of the Audit Committee, a table or other report detailing the time, date, nature and disposition of each Whistleblower Report received by him or her since the date of the prior report. The table or other report will be reviewed by the Audit Committee at its next regularly-scheduled meeting.

Procedures for treating whistleblower reports

Following receipt of a Whistleblower Report, the CFO or the  Chairman of the Audit Committee will begin to conduct an initial evaluation of the Whistleblower Report. In connection with the initial evaluation, the CFO or the Chairman of the Audit Committee  or his or her designee will make a determination of:

  • whether the Whistleblower Report requires immediate investigation;
  • whether it can be held for discussion at the next regularly-scheduled meeting of the Audit Committee or whether a special meeting of the Audit Committee should be called; or
  • whether it does not relate to accounting, internal accounting controls or auditing matters or potential violations of the federal securities laws, the FCPA or the EU Whistleblower protection directive and should be reviewed by a party other than the Audit Committee in accordance with the Company’s Code of Conduct  or other policies.

In any event, each Whistleblower Report will be discussed at the next meeting of the Audit Committee. At that meeting, the Audit Committee will make a determination as to whether and how such Whistleblower Report will be investigated, or if the investigation has commenced, how to proceed with such investigation. The Audit Committee may elect among the following options or may investigate the Whistleblower Report in another manner determined by the Audit Committee:

  • The Audit Committee may choose to investigate the Whistleblower Report on its own.
  • The Audit Committee may select a responsible designee within the Company to investigate the Whistleblower Report. Under no circumstances should a member of the division of the Company that is the source of the Whistleblower Report be charged with its investigation. If the Whistleblower Report was not made on an anonymous basis, the Audit Committee will determine whether it is appropriate to provide the designee with the identity of the complaining party.
  • The Audit Committee may retain an outside party (other than the Company’s independent auditor) to investigate the Whistleblower Report and assist in the Whistleblower Report’s evaluation).
  • The Audit Committee may retain outside counsel to initiate an investigation and work either with internal parties or an outside financial/forensic auditing company to assist in such investigation.

The investigation party designated by the Audit Committee will be permitted reasonable access to the Company and its documents and computer systems for purposes of conducting the investigation. At the conclusion of its investigation, the investigating party will be responsible for making a full report to the Audit Committee with respect to the Whistleblower Report and, if requested by the Audit Committee, to make recommendations for corrective actions, if any, to be taken by the Company.

The Audit Committee will consider, if applicable, the recommendations of the investigating party and determine whether any corrective actions should be taken. The Audit Committee will report to the Board of Directors not later than its next regularly-scheduled meeting with respect to the Whistleblower Report for which such investigation has been completed and, if applicable, any recommended corrective actions.


Procedures for retaining records regarding whistleblower reports

The Audit Committee will seek to ensure that all Whistleblower Reports received by the Audit Committee, together with all documents pertaining to the Audit Committee’s or its designee’s investigation and treatment of any such Whistleblower Report, are retained in a secure location for at least 5 years. If a Whistleblower Report becomes the subject of a criminal investigation or civil litigation is resolved, all documents related to that Whistleblower Report will be retained until such investigation or litigation is resolved, including all appeals. The Audit Committee may delegate this record retention obligation to an independent advisor or entity or the Chairman or any other member of the Audit Committee.

Protection for whistleblowers

At no time will there be any retaliation by the Company or at its direction against any employee for making a reasonable Whistleblower Report, in good faith, pursuant to the procedures described herein regarding  accounting, internal accounting controls or auditing matters, or potential violations of the federal securities laws ,the FCPA or the EU Whistleblower protection directive.

Periodic review of procedures

The Audit Committee will review the procedures outlined above and consider changes to such procedures periodically.

Adopted February, 28th 2022.