Reporting of Unlawful Conduct (Whistleblowing)

In accordance with Act No. 171/2023 Coll., on the Protection of Whistleblowers (hereinafter the "Act"), effective from 1st August 2023, which was issued pursuant to Directive (EU) 2019/1937 of the European Parliament and of the Council of 23rd October 2019 on the protection of persons who report breaches of Union law, the company Z STUDIO, spol. s r. o. (hereinafter also "Company") designates the responsible person and establishes an internal reporting system (hereinafter "IRS") for receiving reports, further sets and publishes rules for reporting methods, handling of reports, ensuring protection of the whistleblower's identity and other persons, protection of information stated in the report and communication with the whistleblower.

​

I. Company's Internal Reporting System

​

Responsible Person of the Company / Who Handles Reports

Mr Ondřej Záruba is designated as the responsible person of the Company for receiving and handling reports within the meaning of Section 9(1) of the Act – contact details are provided below – see section "How can a report be submitted?"

 

Who Can Be a Whistleblower?

A whistleblower is a natural person making a report pursuant to the Act on the Protection of Whistleblowers, who knows and/or otherwise learned of a suspicious fact before, during or after performing work activities. Work activities include in particular employment, voluntary activities, professional practice or internship, or exercise of rights and obligations arising from a contract for the provision of supplies, services, construction works or other similar performance for our company.

​

The Company excludes receiving reports from external persons, i.e. persons who do not perform work or other similar activities for it according to the Act.

​

Procedures according to the Act do not apply to anonymous reports until the whistleblower's identity becomes known.

 

The whistleblower should act in the public interest and in good faith that the report they submit is based on credible facts and circumstances and thus has good reason to believe that the facts they report or disclose are authentic and true. Therefore, knowingly false facts cannot be reported. Such conduct may be sanctioned. When obtaining materials documenting the reported facts, the whistleblower should not commit conduct that could constitute a criminal offence. The responsible person must not provide data from the report to a third party who is not also designated as a responsible person, except for transferring information to the competent public authority according to other legal regulations.

 

How Can a Report Be Submitted?

• electronically: by sending an e-mail message to the e-mail address zaruba@zstudio.cz. Only the responsible person has access to this e-mail address;

• in paper form: through a postal service provider, to the address: Ondřej Záruba – Z STUDIO, Průmyslová 1305, 763 02 Zlín – Malenovice (the letter must be marked "REPORT – For the attention of the responsible person only”);

• the letter can also be placed directly in the mailbox next to the main entrance to the administrative building at the above address;

• by telephone: on telephone number: +420 603 503 327 with an audio recording being made of the conversation;

• in person: by prior arrangement (if requested by the whistleblower, the responsible person of the Company is obliged to receive the report in person within a reasonable period, but the personal meeting must take place at the latest within 14 days from the day the whistleblower requested it). An audio recording or transcript will be made that faithfully captures the essence of the oral report. An audio recording of the oral report can only be made with the whistleblower's consent. The responsible person shall enable the whistleblower to comment on the transcript or transcription of the audio recording, if made.

 

What Should a Report Contain?

The report must contain data on name, surname and date of birth, or other data from which the whistleblower's identity can be derived; the data on the whistleblower's identity is presumed to be true. The report need not contain data according to the previous sentence if it was submitted by a person whose identity is known to the responsible person. If the whistleblower does not provide this data, the submitted report is not considered according to the Act. Furthermore, the report contains information about the alleged unlawful conduct (see section "What can be the subject of a report?").

​

The preferred form is completing the form on the Company's website in the section titled "Whistleblowing - Internal Reporting System" (here)

​

What Can Be the Subject of a Report?

The whistleblower should provide verifiable information about the reported unlawful conduct – the scope and quality of the information provided can positively influence the effective manner of investigating the report and rapid adoption of corrective measures.

​

The report contains information about possible unlawful conduct that occurred or is to occur at a person for whom the whistleblower, albeit indirectly, performed or performs work or other similar activities, or at a person with whom the whistleblower was or is in contact in connection with performing work or other similar activities, and which

1. has the characteristics of a criminal offence,

2. has the characteristics of a misdemeanour for which the law stipulates a fine rate whose upper limit is at least CZK 100,000,

3. violates the Act on the Protection of Whistleblowers, or

4. violates another legal regulation or European Union regulation in the area of

5. financial services, mandatory audit and other verification services, financial products and financial markets,

6. corporate income tax,

7. prevention of money laundering and terrorist financing,

8. consumer protection,

9. compliance with product requirements including their safety,

10. transport safety, carriage and road traffic,

11. environmental protection,

12. food and feed safety and animal protection and their health,

13. radiation protection and nuclear safety,

14. economic competition, public auctions and public procurement,

15. protection of internal order and security, life and health,

16. protection of personal data, privacy and security of electronic communications networks and information systems,

17. protection of the European Union's financial interests[1], or

18. functioning of the internal market[2] including protection of economic competition and state aid according to European Union law.

 

What Cannot Be the Subject of a Report?

The following cannot be reported (therefore a report or its part is not considered a report according to the Act):

• information whose reporting could directly endanger

1. sovereignty, territorial integrity and democratic foundations of the Czech Republic,

2. internal order and security,

3. lives and health of persons on a larger scale,

4. protection of information about public contracts in the field of defence or security, unless the award of these contracts is regulated by a European Union regulation[3],

5. fulfilment of international commitments in the field of defence,

6. significant security operations,

7. combat capability of the armed forces of the Czech Republic, or

• information about activities of intelligence services of the Czech Republic,

• information whose reporting would constitute a breach of the obligation to maintain confidentiality of clergy in connection with the exercise of the seal of confession or a right similar to the seal of confession[4].

 

What Follows After Submitting a Report?

Receiving and handling reports within the Company's internal reporting system is set up technically and organisationally in such a way that the whistleblower's identity cannot be revealed. Only the person responsible for receiving and handling reports has the right to become acquainted with their identity and the content of the report, who is bound by confidentiality and is obliged to maintain the confidentiality of the content of the submission during the investigation of the report and after the end of their employment relationship.

​

After submitting the report, a proper assessment of the report's justification and truthfulness by the responsible person follows.

 

Deadlines for Handling the Report:

• after receiving the report, the whistleblower will be notified of receipt of the report within 7 days from its submission by the responsible person at the latest / this does not apply if the whistleblower expressly requested not to be notified of receipt of the report, or if it is clear that notifying of receipt of the report would result in disclosure of the whistleblower's identity to another person;

• the whistleblower will be notified of the results of the investigation and assessment of the report by the responsible person within 30 days from confirmation of receipt of the report (in cases of factually or legally complex reports, this period may be extended by up to 30 days, but at most twice);

• the day the report was delivered to the responsible person is considered the day of receipt of the report.

 

Method and Procedure for Handling the Report:

• The responsible person assesses whether the report meets the conditions for handling.

• The responsible person confirms receipt of the report.

• The responsible person investigates the information in the report and if confirmed, takes appropriate steps, in particular proposes corrective measures, or takes other steps, e.g. refers the submission to criminal prosecution authorities, misdemeanour authorities or other competent public authorities.

• The responsible person notifies the whistleblower of the result of the investigation and proposed measures within the above deadlines.

 

How Is the Whistleblower Protected?

It is expressly prohibited to apply retaliatory measures against the whistleblower. A retaliatory measure means conduct or its omission in connection with work or other similar activities of the whistleblower according to Section 2(3) and (4) of the Act, which was caused by making the report and which may cause harm to the whistleblower or person according to the following paragraph; when these conditions are met, a retaliatory measure is in particular

1. termination of employment or non-extension of fixed-term employment,

2. suspension from service, placement outside service performance or termination of service relationship,

3. cancellation of legal relationship established by an agreement on work performance or agreement on work activity,

4. dismissal from the position of manager or from the service position of superior,

5. imposition of disciplinary measure or disciplinary punishment,

6. reduction of wage, salary or remuneration or non-granting of personal allowance,

7. transfer or reassignment to other work or to another service position,

8. service evaluation or employment reference,

9. preventing professional development,

10. change of working or service hours,

11. requiring a medical opinion or occupational medical examination,

12. notice or withdrawal from contract, or

13. interference with the right to protection of personality.

 

The following must also not be subject to retaliatory measures:

1. a person who provided assistance in ascertaining information that is the content of the report, submitting the report or assessing its justification,

2. a person who is a close person in relation to the whistleblower,

3. a person who is an employee or colleague of the whistleblower,

4. a person controlled by the whistleblower,

5. a legal entity in which the whistleblower has a stake, a person controlling it, a person controlled by it or a person controlled by the same controlling person as this legal entity,

6. a legal entity of whose elected body the whistleblower is a member, a controlling person, controlled person or person controlled by the same controlling person,

7. a person for whom the whistleblower performs work or other similar activities according to Section 2(3) and (4) of the Act, or

8. a trust of which the whistleblower or legal entity according to letter e) or f) is the founder or beneficiary or in relation to which the whistleblower or legal entity according to letter e) or f) is a person who substantially increases the trust's assets by contract or disposition for the event of death.

 

What Information Does the Company Process in Connection with the Report?

The Company processes personal data of whistleblowers and other affected persons stated in the report and which are necessary for compliance with legal obligations applicable to the controller, within the meaning of Article 6(1)(c) of the GDPR Regulation. All information, including personal data of the whistleblower and other affected persons, is/will be processed exclusively separately from other information within secured (encrypted) data files and data storage and primarily serves throughout the retention period only for the authorised responsible person within the framework of the investigation being conducted and records of received reports and for adopting measures to ensure protection of the whistleblower against retaliatory measures (the retention period is the necessarily required period, minimum 5 years from the date of receipt of the report).

​

II. External Reporting System

Whistleblowers may also submit reports through the external reporting system maintained by the Ministry of Justice of the Czech Republic. More detailed information about the procedure for receiving reports is published on the website of the Ministry of Justice of the Czech Republic (http://www.justice.cz/); the Company informs that a report may be made through the Ministry of Justice's web form https://oznamovatel.justice.cz/chci-podat-oznameni/, or in paper form to the address: Ministry of Justice of the Czech Republic, Vyšehradská 16, Prague 2, postcode 128 10, or by e-mail: oznamovatel@msp.justice.cz or by telephone 00420 221 997 840.

 

III. Publication of Report

Protection according to the Act also belongs to a whistleblower who published the report if

​

1. they submitted the report through the internal reporting system and to the ministry or only to the ministry and within the deadlines stipulated by this Act no appropriate measure was adopted, in particular the responsible person did not assess the justification of the report, the obliged entity did not adopt another appropriate measure according to the Act to prevent or remedy the unlawful state,

2. they have justified reason to believe that the unlawful conduct stated in the report may lead to immediate or obvious endangerment of internal order or security, life or health, the environment or other public interest or to the occurrence of irreparable harm, or

3. they have justified reason to believe that in case of submitting the report to the Ministry of Justice, given the circumstances of the case, there is an increased risk that they or persons who should be provided protection according to the Act will be subject to retaliatory measures or that the procedure for proper investigation of the report by the ministry is threatened.

 

[1] Article 325 of the Treaty on the Functioning of the European Union.
[2] Article 26(1) and (2) of the Treaty on the Functioning of the European Union.
[3] For example, Directive 2009/81/EC of the European Parliament and of the Council of 13th July 2009 on the coordination of procedures for the award of certain works contracts, supply contracts and service contracts by contracting authorities or entities in the fields of defence and security, and amending Directives 2004/17/EC and 2004/18/EC.
[4] Section 7(1)(e) of Act No. 3/2002 Coll., on freedom of religious belief and the position of churches and religious societies and on amendment of certain acts (Act on Churches and Religious Societies), as amended.