1. Introduction

On February 21, 2023, Law 2/2023 of February 20 was published in the Official State Gazette (BOE), regulating the protection of individuals who report regulatory breaches and combating corruption. This law transposes Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, regarding the protection of persons who report breaches of Union law. This Law imposes the obligation to create or enable an Internal Information System, Whistleblowing Channel, or Ethics Channel for companies with fifty (50) or more employees.

The Board of Directors of TEXTISOL, S.L. (hereinafter TEXTISOL) expresses its commitment to regulatory compliance through the approval of this Ethics Channel Policy, in accordance with Article 13.1.g) of Law 2/2023 of February 20.

This Policy is also established as a strategic objective of TEXTISOL, with the aim of ensuring proper protection of whistleblowers as provided by law and cooperating diligently in the fight against corruption.

 

2. Purpose

The Ethics Channel Policy is the document governing the entire System, establishing the general principles and values that should guide the implementation of this matter at TEXTISOL.

TEXTISOL’s commitment through this Policy is to:

• Properly protect individuals who report any of the actions or omissions referred to in section 3.1 of this document.


• Promote the use and culture of reporting and communication to prevent and detect threats to the public interest.

The Ethics Channel is the tool implemented by decision of TEXTISOL’s Board of Directors that serves as a registry of all complaints received, as well as all actions and decisions taken regarding them. Therefore, the Ethics Channel serves to record, organize, document, and monitor complaints as required.

 

3. Scope of Application

3.1. Material Scope
In accordance with Article 5 of Law 2/2023 on the Internal Information System, “the different internal reporting channels established within the entity must be integrated into the same system.”

Adapting this premise to TEXTISOL’s specific situation, and in order to facilitate the use of internal reporting channels by all stakeholders, the following matters may be reported:

• Criminal offenses: actions or omissions that may constitute a criminal offense.


• Breaches of TEXTISOL’s internal regulations.


• Serious or very serious administrative offenses.


• Situations of workplace or sexual harassment (violations of the Equality Plan).

3.2. Personal Scope
TEXTISOL’s Internal Information System applies to whistleblowers working in the private or public sector who have obtained information about breaches in a work-related or professional context, in accordance with Article 3 of the Law, including:

1. All TEXTISOL employees, regardless of contract type or hierarchical level.


2. Shareholders and members of the Board of Directors, management, or supervisory bodies.


3. Self-employed professionals, suppliers, clients, contractors, subcontractors, or any third party with a business or professional relationship with TEXTISOL.


4. Former employees, volunteers, interns (paid or unpaid), and job applicants who obtained information during recruitment.


5. Legal representatives of employees assisting whistleblowers.


6. Persons assisting whistleblowers, individuals related to them, and legal entities associated with them.

 

4. Regulatory Framework at TEXTISOL

To comply with legal requirements and establish the hierarchy of internal documents:

1. Ethics Channel Policy: establishes general principles and governs the system.


2. Specific complaint management procedure: regulates how reports are handled and identifies responsible parties.

5. Guiding Principles of the Ethics Channel

The Ethics Channel guarantees whistleblower protection under the following principles:

• Allow reporting (including anonymously).


• Ensure confidentiality, integrity, traceability, and anonymity.


• Allow written or in-person reporting.


• Integrate all internal communication channels.


• Protect personal data.


• Ensure effective and diligent handling of reports.


• Prohibit retaliation.


• Respect presumption of innocence and right to be heard.


• Ensure independence of the Ethics Channel Manager.


• Registration with the Independent Whistleblower Protection Authority.


• Establish complaint management procedures.


• Objective: whistleblower protection and anti-corruption.

6. Ethics Channel Manager

TEXTISOL’s Board of Directors must appoint an Ethics Channel Manager responsible for its implementation and management.

The Manager must act independently and autonomously, with sufficient resources, as established by Law 2/2023. This role may be assigned to the compliance function.

At TEXTISOL, the Ethics Channel Manager will be the Compliance Committee.

 

7. Protection of Whistleblowers and Affected Persons

Whistleblowers are entitled to protection measures under Articles 35 and 36 of Law 2/2023.

Retaliation is strictly prohibited and includes any action or omission causing disadvantage due to reporting.

Examples of retaliation include:

• Dismissal, suspension, contract termination, or denial of promotion.


• Reputational damage or financial loss.


• Negative evaluations.


• Blacklisting.


• Denial of permits or training.


• Discrimination or unfair treatment.

Affected persons retain rights to presumption of innocence, defense, and confidentiality.

7.1. Exclusions
Protection does not apply to:

1. Rejected reports.


2. Personal conflicts.


3. Public or rumor-based information.


4. Matters outside the Policy scope.

 

8. Personal Data Protection

Data processing complies with GDPR (EU) 2016/679 and relevant Spanish laws.

Data will only be used for its intended purpose, ensuring confidentiality and restricted access.

Rights of access, rectification, erasure, restriction, objection, and portability may be exercised by contacting TEXTISOL or via the Ethics Channel.

 

9. Sanctions Procedure

Sanctions under Law 2/2023 may include:

• Individuals: fines from €1,001 to €300,000.


• TEXTISOL: fines from €100,000 to €1,000,000.

 

10. Training, Publication, and Dissemination

TEXTISOL will promote training and awareness of the Ethics Channel and publish it on its website and intranet.

 

11. Approval and Review

The Ethics Channel is approved by the Board and will be implemented after consultation with employee representatives.

It will be reviewed annually or when necessary, with updates reported to the Board.

---

If you want, I can adapt it to a more formal legal English style (UK vs US) or simplify it.