This is a courtesy translation of the Italian original, “Codice Etico e di Comportamento Aziendale”. In case of discrepancy, the Italian version prevails.
Who the Code applies to
The rules of the Code apply, without exception, to everyone in the Company — from the Employer to collaborators, consultants and all company personnel. Any third party acting on behalf of or under instruction from the Company is likewise subject to the Code. All of the above are required to learn and comply with its contents.
Compliance with the Code of Ethics and Business Conduct
Compliance with the rules of this Code shall be considered an essential part of the contractual obligations of employees and of all those to whom it applies.
In particular, it shall also be considered an essential part of the contractual obligations undertaken by governance bodies, by collaborators — including subordinate ones — and by parties having business relationships with the Company.
The Company is responsible for ensuring that its expectations of conduct towards those concerned are understood and put into practice by them.
Reporting violations
In order to ensure the effective application of the Code, the Company requires anyone who becomes aware of possible cases of non-compliance with this Code to report them.
Employees and collaborators must report any violations or suspected violations to their direct superior or to the Head of Personnel, who must inform the Company’s Sole Director.
The supervisory body consists of the Sole Director, the Head of Personnel and the direct superior of the person under investigation.
The supervisory body ascertains whether the report is well founded and carefully verifies the information provided, with due attention both to the possible application of disciplinary sanctions and to the activation of contract termination mechanisms. The supervisory body also guarantees that no one in the workplace may suffer retaliation, unlawful pressure, hardship or discrimination for having reported a violation of the Code of Ethics and Business Conduct or of internal procedures.
Any form of retaliation against those who have reported possible violations of the Code in good faith also constitutes a violation of the Code.
Likewise, it is a violation of the Code to accuse other employees of a violation in the knowledge that no such violation exists.
Conflicts of interest
In carrying out their work, each employee must avoid any possible conflict of interest, with particular reference to personal and/or family interests that might influence the independence of their judgement and conflict with their responsibilities.
Every employee must immediately report to their line manager and/or to the Company’s management any situation that constitutes or may generate a conflict of interest. In particular, employees must disclose the existence of a permanent or temporary employment relationship, or of a financial, commercial, professional or family relationship, with external entities that may affect the impartiality of their conduct or prejudice the correctness of the activities they perform.
Protection of company assets
Every employee must act diligently to protect company assets, using the tools entrusted to them correctly and responsibly and avoiding improper use. Every employee must act according to good practice in care and maintenance.
With regard to the use of IT tools, every employee must scrupulously comply with the dedicated IT policy document, so as not to compromise the functionality and protection of information systems.
In short, it is not permitted to:
- use the tools provided (software, e-mail, internet, telephone, fax, etc.) for purposes unrelated to work needs;
- download programs or install unauthorised software, or software other than that supplied by the Company;
- send e-mail messages that are insulting or that may offend a person and/or harm the Company’s image;
- browse websites with indecent or offensive content;
- use company equipment for personal, non-work activities.
Protection of information and intellectual property
Company information of any nature (commercial, financial, technological, etc.) represents an asset that the Company intends to protect, as the heritage of its culture and of continuous technological investment.
It is therefore forbidden to disclose to unauthorised persons, inside and/or outside the Company, information that could jeopardise the professional and commercial assets built up over time.
The Company intends to apply the provisions of Italian Legislative Decree 196/2003.
Protection of moral and physical integrity
All company personnel — whose physical and moral integrity is considered a primary value of the Company — are guaranteed working conditions that respect individual dignity, in safe and healthy workplaces.
In particular, the Company does not tolerate:
- abuse of power: it is an abuse of a position of authority for a superior to demand personal services and favours as if they were due, or to adopt attitudes and/or perform actions that harm human dignity and, above all, the autonomy of the collaborator;
- acts of psychological violence: attitudes or conduct that are discriminatory or harmful to the person and their beliefs;
- sexual harassment, conduct or remarks that may disturb the personal sensitivity of a worker;
- acts of bullying, which may seriously compromise a worker’s health in the workplace;
- operational mobbing, which may lead to psychological situations with serious consequences for the person’s work.
Relations with customers
Customer satisfaction, achieved by offering state-of-the-art products and services, is a foundation of the Company’s values and essential to business continuity.
The Company promotes relationships with Customers based on honesty, transparency and integrity; employees are therefore required to:
- provide high-quality products and services that meet the Customer’s reasonable expectations and protect their safety;
- honour the obligations and commitments undertaken towards them;
- provide accurate, complete and truthful information;
- be consistent with advertising, commercial and any other kind of communication.
Relations with suppliers
In dealings with suppliers of goods and services, employees are required to observe the principles of this Code of Ethics as well as internal procedures. Every commercial relationship must be governed by a written contract. Should a supplier fail to comply with these principles, the Company may take appropriate measures, up to avoiding further collaboration in the most serious cases. In any event, the selection of Suppliers must be carried out in compliance with the requirements of quality, price, convenience, capability and efficiency.
In particular, employees must:
- scrupulously observe applicable legislation and internal procedures relating to the selection and management of relationships with Suppliers, verifying that the latter meet appropriate requirements of reliability and integrity;
- adopt objective and transparent evaluation criteria when selecting supplier companies that meet the required standards, without preventing any qualifying company from taking part in the tendering process;
- obtain the cooperation of Suppliers in meeting Customers’ requirements in terms of quality, cost and delivery times;
- observe and comply with applicable legal provisions and contractual conditions in supply relationships;
- act according to the principles of fairness and good faith in correspondence and dialogue with Suppliers, in line with the most rigorous commercial practices.
Relations with the Public Administration
The Company’s relations with the Public Administration, or in any case relationships of a public nature, must be inspired by the most rigorous compliance with applicable laws and regulations and may in no way compromise the Company’s integrity and reputation. Relations with the Public Administration must also be monitored and documented, demonstrating transparent, correct and professional conduct on the part of the Company.
Entering into commitments and managing relationships of any kind with the Public Administration, or relationships of a public nature, is reserved exclusively to the company functions appointed and authorised to do so.
In any case, during business negotiations or a relationship — including a commercial one — with the Public Administration, in Italy or in other countries, the Company undertakes not to:
- offer, directly or indirectly, employment and/or business opportunities to Public Administration personnel involved in the negotiation or relationship, or to their family members;
- offer gifts, unless they are acts of courtesy of modest value and customary use.
In relations with the Public Administration, in Italy and abroad, the Company’s representatives and/or employees may not pay or offer, directly or through third parties, sums of money or gifts of any kind or value — whether to public officials, government representatives, public employees or private citizens, whether Italian or from other countries with which the Company has commercial relations — to compensate or repay them for an act of their office, nor to obtain the performance of an act contrary to the duties of their office.
Acts of courtesy of modest value, such as gifts or forms of hospitality, or any other form of benefit including donations, are permitted only if they do not compromise the integrity and reputation of the parties and cannot be interpreted as intended to improperly obtain advantages and favours.
Gifts and gratuities
Employees may not:
- receive any form of consideration from anyone for performing an act of their office or an act contrary to the duties of their office;
- give or receive, in any form, whether direct or indirect, gifts, gratuities or hospitality, unless of modest value and such as not to compromise the Company’s image;
- be subject to any form of undue influence from parties inside or outside the Company, not authorised to exert it, in taking decisions and/or performing acts relating to their work.
Employees who receive gifts, or any other form of benefit that is not of modest value, must inform their manager.
Relations with Authorities and other regulatory bodies
The Company undertakes to fully and scrupulously observe the rules laid down by Supervisory Authorities and Regulatory Bodies.
Employees must comply with every request from Authorities and other regulatory bodies in the exercise of their inspection functions, cooperating with the related investigation procedures.
Sanctions
Violating the principles set out in the Code of Ethics and Business Conduct and in company procedures undermines the relationship of trust between the Company and whoever commits the violation (directors, board of statutory auditors, collaborators, consultants, company personnel, customers, suppliers).
Once ascertained, violations will be pursued promptly and immediately through the adoption — compatibly with the applicable legal framework — of adequate and proportionate disciplinary measures, regardless of any criminal relevance of such conduct and of the initiation of criminal proceedings where it constitutes an offence.
In the case of violations by suppliers and collaborators, penalties will be applied and, in the most serious cases, the relationship will be terminated under the terms set out in the contracts.
In the case of violations by employees, disciplinary measures are adopted by the Company in line with applicable law and the relevant national employment contracts. Such measures may also include dismissal of those responsible for the unlawful conduct.
To protect its image and safeguard its resources, the Company will not maintain relationships of any kind with parties that do not intend to operate in strict compliance with applicable legislation and/or that refuse to behave according to the values and principles set out in the Code of Ethics and Business Conduct.
Dissemination of the Code of Ethics and Business Conduct
This Code, issued by the Company, is brought to the attention of company personnel and of any third party who may act on behalf of or under instruction from the Company. All of the above are required to learn and comply with its contents.
All members of the Company receive a copy of the Code in order to review it, learn its contents, accept them by express written declaration and behave in accordance with the principles it contains.
A copy of the Code of Ethics and Business Conduct must be displayed on every company notice board.
Further provisions
As regards the code of conduct, in addition to the provisions of the applicable national collective agreements, no employee may:
- request, solicit or accept, for themselves or others, gifts or other benefits, except those of modest value within the scope of ordinary courtesy. “Gifts of modest value” means those not exceeding 50 euro;
- use official information for private purposes;
- use the Company’s telephone and internet connection for personal purposes (except in urgent cases);
- use the company car fleet for personal purposes;
- belong to associations or organisations (excluding political parties and trade unions) in conflict of interest with the company;
- fail to prevent, as far as possible, the spreading of untrue information about the organisation, its activities and other employees.
Conduct that does not comply with the above constitutes a disciplinary offence, punishable as provided for in the national collective agreement.