Spain: The Head of the Internal Information System under Spain’s Whistleblowing Act and Compliance

 

The Head of the Internal Information System (hereinafter, ‘HIIS’) plays a crucial role in the context of compliance and the implementation of whistleblowing channels to comply with the Whistleblowing Directive (Directive (EU) 2019/1937), transposed in Spain through the Spanish Whistleblowing Act (Law 2/2023, regulating the protection of persons who report regulatory infringements and the fight against corruption). This role is key to ensuring a proper management, treatment and confidentiality of reports of infringements that may be reported within a company.

The Spanish Whistleblowing Act requires companies with more than 50 employees to implement an internal whistleblowing system and to appoint a HIIS. This must be independent and have the necessary resources to handle whistleblowing effectively and without external interference. This Act also provides the possibility for smaller companies to appoint a company director, such as a human resources manager or a finance manager, among others. In these cases, the designated director must assume the responsibilities of the HIIS along with those of their own position, avoiding possible conflicts of interest.

The Spanish Act also allows that the management of the reception of information from the Internal Information System (hereinafter, ‘IIS’) may be carried out by a third party. In this case, the third party must offer adequate guarantees regarding independence, confidentiality, data protection and secrecy of communications. Under no circumstances shall the management of the IIS by a third party determine the attribution of responsibility for said system to any person other than the HIIS.

In the area of compliance, the HIIS will collaborate with the Compliance Officer (hereinafter, ‘CO’), who is in charge of ensuring regulatory compliance. This compliance officer may also assume the role of the HIIS, provided that they comply with the legal requirements of independence established in the Spanish Whistleblowing Act. This collaboration between the HIIS and the CO strengthens internal control and enables effective detection and management of risks, regulatory breaches and potential irregularities within the company organization.

In order to fulfil its functions, the HIIS must manage the internal whistleblowing channel in a way that builds trust with employees, ensuring the protection of whistleblowers and preventing any retaliation that may arise. This role is important because it ensures companies’ compliance with legal provisions on whistleblowing and, at the same time, it reinforces a culture of transparency and accountability within the company.

 

For further information, please contact:

Ada Rodríguez, Lawyer

Bufete Maná-Krier-Elvira, Barcelona

 

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