Parliament has finally passed the EU whistleblower directive into Danish law, which for the time being will allow groups of companies to establish a joint whistleblower scheme.
The Ministry of Justice initially sent a draft bill for consultation on 24 February 2021,(1) before submitting the finalised bill to Parliament on 14 April 2021.(2) The finalised bill was largely identical to the draft, and the version that was ultimately enacted differed very little from those earlier versions.
However, during Parliament's review of the bill, many Danish corporate groups raised questions regarding the possibility of establishing a joint whistleblower scheme. According to the wording of the bill in conjunction with the legislative material, corporate groups would first be required to establish a whistleblower scheme for each legal entity comprising more than 249 employees.
In response, Parliament has decided that it must be possible for corporate groups to establish a joint whistleblower scheme for the entire group in the first instance, rather than establishing a whistleblower scheme for each individual legal entity with more than 249 employees. However, it also appears from the adopted act that the Minister of Justice may set forth rules to exclude the possibility of establishing a common whistleblower scheme anyway. This will depend on whether the Minister of Justice and the Legal Affairs Committee assess prior to the date of the act coming into force that groups having a common system is in line with the directive. In connection with this, they will also look at what the interpretation may be in other countries implementing the directive. A report from the Legal Affairs Committee(3) states that if there is a real doubt whether it would be contrary to the directive to have group-wide whistleblower schemes, Danish legislation will not prevent companies from implementing group-wide schemes. Conversely, if there is no doubt that this would be contrary to the directive, then the Minister of Justice will establish rules so that companies cannot have group-wide schemes.
The European Commission first presented a proposal for a new directive to increase protection for whistleblowers who report violations of EU law in April 2018. It was adopted following a series of adaptations in October 2019 and must be implemented by all member states by December 2021.
For further information on this topic please contact Søren Skjerbek at Norrbom Vinding by telephone (+43 35 25 3940) or email ([email protected]). The Norrbom Vinding website can be accessed at norrbomvinding.com.
(1) Further details are available here (in Danish).
(2) Further details are available here (in Danish).
(3) Further details are available here (in Danish).