In compliance with Portuguese Securities Market Commission (CMVM) Recommendations on the corporate governance of listed companies, and to foster a culture of responsibility and diligence, Novabase has adopted a system for communicating irregular practices (“SPI”) occurring within the Novabase Group.

 

Communication of irregular practices through the SPI is routed to the Audit Board, which designates an individual in charge of the SPI to manage the communications received.

This individual must act with independence and autonomy (notwithstanding responsibility to the Audit Board for the proper performance of his or her duties) and is subject to confidentiality obligations.

 

Under the system implemented, employees and other Novabase stakeholders have access to a direct, confidential channel to notify the Audit Board of any potentially unlawful practices and/or irregularities, regardless of their nature, occurring in the Novabase Group, irrespective of the culpability that may be attributed, that may have repercussions on the financial statements or information sent to the CMVM, or that may cause serious damage to the company or its stakeholders (employees, customers, partners and shareholders).

Novabase employees have the obligation to communicate irregular practices occurring within the Novabase Group of which they become aware, regardless of their source or potential perpetrator.

 

 

Alleged irregularities may be reported in a safe and confidential manner to the care of Dr. Nuno Pires, an independent member of the Audit Board, in one of the following two ways:

 

• by private e-mail: nmdpires@hotmail.com

• In writing “To the attention of: Dr. Nuno Pires”, clearly marked “Confidential”, to the following address: Av. D. João II, nº 34, Parque das Nações 1998-031 Lisbon.

 

Before the final routing of communications, the individual in charge of the SPI records them for statistical purposes and keeps a communications registry including the following exclusive items: (i) communication receipt date; (ii) essential nature of facts communicated, eliminating all information identifying any individuals; (iii) investigation conclusion date.


After the investigation, the Audit Board routes communications indicating the likelihood of an irregular practice to the Board of Directors so that it may take the measures deemed appropriate.

Novabase thus complies with the provisions of the Company Code and CMVM Recommendations.

 

System approved by Portuguese Data Protection Authority (CNPD) through authorization no. 4494/2009.

Whenever the communication of irregular practices results in evidence of a crime or serious disciplinary offence, the Audit Board will recommend that the company forward the matter to (i) the internal boards of Novabase for proper proceedings; and (ii) to external investigative authorities, namely the police or Public Prosecutor, to determine applicable liability.

General conflict of interest rules apply to decisions to be approved by the Audit Board or Board of Directors concerning communications made under the SPI.

In any case, the confidentiality of the communication (when requested by its author) and the protection of the involved individuals’ personal data are guaranteed. Any action against the individual who communicated the irregular practice is considered a serious offence.