Code Of Ethics
| Article 1 - Premise 1.1 Content and purposes This Code of Ethics (hereinafter “Code of Ethics”) is an official document of TECNOMAC S.r.l. (hereinafter “Company”). It was approved by the company’s Board of Directors on 20/12/2010. It comprises the principles and rules of conduct that the Company adheres to when performing its activities and defines the general ethical discipline that everyone working within the context of the company is required to uphold. The purpose of the Code of Ethics is to declare and spread the values and rules of conduct that the Company intends to refer to when performing its entrepreneurial activity. In particular, it is the Company’s intention to adopt the principles of legitimacy, congruity, transparency and verifiability as the basis of its conduct. This commitment is aimed at significantly reflecting on the company’s reputation, i.e. in conveying the attitude of being publicly recognised as a responsible and reliable company, which TECNOMAC deems to be a crucial value for its success and for the promotion of its image. 1.2 Collaborators The Code of Ethics is binding for every Collaborator at the Company. It must be considered an integral part of the duties of the company bodies and the work or collaboration relationship. Company “Collaborators” are considered: 1. the Company’s shareholders and bodies; 2. the Company’s employees, those who perform tasks on an on-going basis for the Company and those who, under specific mandates or proxies, represent the Company with third parties; 3. external collaborators (freelancers, consultants, partners, mediators, agents and suppliers of goods and services to the Company and anyone performing tasks for the Company in any capacity) linked to the company by a specific contract that refers to this Code of Ethics.; 1.3 Compliance Collaborators are required to comply with and observe the principles and follow the rules of conduct of the Code of Ethics. 1.4 Scope of application The Code of Ethics applies to the Company and to any of its subsidiaries. ARTICLE 2 - PRINCIPLES OF ETHICS AND CONDUCT 2.1 General Principle The Company recognises compliance with legislation, and particularly with criminal law, in force in every state it operates in, as an essential principle. 2.2 Honesty and fairness Honesty and fairness are fundamental principles for all of the Company's activities. The conduct of Collaborators when carrying out their activities must be based on criteria of fairness, collaboration and loyalty. 2.3 Impartiality Collaborators must act with impartiality and loyalty when performing their duties and in the relations with their interlocutors. The Company endeavours to avoid any discrimination based on age, gender, health conditions, race, political opinions and creed. 2.4 Diligence and accuracy Collaborators are required to act with diligence and accuracy. The Company upholds the conditions that allow Collaborators to act with diligence and accuracy. It is forbidden to use drugs or alcohol, as well as pedo-pornographic material, in the workplace. 2.5 Confidentiality All information acquired when carrying out the activity must be considered confidential and cannot be disclosed to third parties for purposes other than those of the Company. 2.6 Environmental protection The Company promotes the performance of its activities around the correct use of resources and respect for the environment. Collaborators, in carrying out their duties, agree to comply with current legislation on safeguarding and protecting the environment. 2.7 Anti-money laundering The Company endeavours to comply with all the rules and provisions regarding money laundering. Collaborators must not be involved in transactions involving the laundering of proceeds from illegal or criminal activities. Article 3 - Relationships with Third Parties 3.1 Relationships with the Public Administration Relationships with the Public Administration are always inspired by principles of diligence, attention and utmost professionalism. When dealing with interlocutors of the Public Administration (both Italian and other foreign countries), always and without exception, it is forbidden to: 1. promise or offer them money, gifts, or complimentary goods, except for gifts or benefits of modest value. In countries where it is customary to offer gifts, it is possible to do so when said gifts are appropriate in nature and, in any case, always in compliance with the law and as an act of mere courtesy; in any case, this must never be interpreted as pursuing favours or as a reward for favours rendered; 2. examine or propose opportunities of employment or collaboration to employees of the Public Administration and/or commercial opportunities or other that could benefit them personally; 3. promise or offer consultancy services; 4. promise or provide, also through third-party companies, works/services of personal benefit (for example renovation works on buildings owned or used by them - or owned by their relatives, so forth); 5. favour contractors or sub-contractors indicated by employees or representatives of the Public Administration when acquiring goods or services; 6. show, present, and deposit false, altered or misleading documents; 7. remove or omit real documents; 8. omit required information in order to unduly sway the decisions of the Public Administration in one's favour; 9. when using IT or telematic systems, to access the IT systems of the Public Administration without authorisation or alter their functioning in any way; If the Company decides to be represented towards the Public Administration by a consultant or if the Company decides to have relations with the Public Administration through consultants, the Company must terminate this consultancy relationship should conflicts of interest with the Public Administration arise. Relations with the Public Administration are maintained exclusively by persons with a specific written mandate (also internal authorised representative of the Company) issued by whoever is hierarchically superior and, in the case of consultants, by consultants acting on the basis of a contract/assignment formalised in writing which includes a termination clause in the event of a serious violation of this Code of Ethics. 3.2 Relationships with suppliers The selection of the Company's suppliers (service providers of any kind, consultants, mediators, agents, etc.) must take place on the basis of an objective and transparent evaluation that takes into account, among other elements, the following criteria: type and quality of services, prices or fees requested also in relation to the reference market average, ability to provide and guarantee services of an adequate level and possession of the requisites of competence and reliability. The provided services and/or products must be justified in relation to the concrete needs of the Company and be consistent with the expense commitments of the individual budget. Relationships with suppliers must be formalised in writing. Article 4 - Procedures 4.1 – Traceability All transactions and operations carried out must be duly recorded and it must be possible to verify the relative decision and authorisation processes. For each operation, there must be adequate documentary support, in order to be able to conduct checks that verify the characteristics and reasons for the operations and make it possible to identify who authorised, carried out, recorded and verified the operation and the reasons and characteristics of the operation in its authorisation, recording and verification stages. 4.2 - Accounting Information Note The information that flows into the accounting procedures must comply with the principles of clarity, transparency, correctness, completeness and accuracy. Each accounting operation must accordingly be supported by due documentation attesting to the activity that was carried out, thereby allowing: 1. easy reconstruction of the accounting process; 2. identification of the origin and/or formation of the documents; 3. the accounting and mathematical reconstruction of the operations; The Company requires the full and comprehensive dedication of its Collaborators to ensure that administrative database facts and operations carried out over the course of its activities are represented correctly and promptly. 4.3 - Public Administration All reports and dossiers pertaining to relations with the Public Administration (such as requests for being granted building and commercial authorisations and the relative administrative procedures) must be documented in writing and the relative supporting documentation must be retained. Articolo 5 - Personnel 5.1 – selection The selection of personnel or collaborators or consultants is carried out on the basis of matching candidates' profiles and specific skills with the Company’s expectations and needs, as set forth in the requests of the company departments. 5.2 - Information and training The Company and the department managers ensure that: 1. all Collaborators are aware of the laws and due conduct - and, if they have doubts about how to proceed, that they are adequately advised; 2. in contracts with Collaborators, the requirement to comply with and uphold the Code of Ethics is adequately conveyed, as a fundamental prerequisite for any collaboration with the Company. The violation of the Code of Ethics is adequately sanctioned depending on what relationship subsists between the Company and the Collaborators. 5.3 - Cases of doubt Collaborators must inform the competent bodies of the Company of all situations that they learn of or might be involved in, which could lead to violating the Code of Ethics and/or committing crimes. It is understood that in case of doubt about what behaviour to adopt, the Collaborators must immediately contact the department manager, reporting the situation and asking for clear and precise directives and instructions on what conduct to follow. Article 6 - Implementation of the Code of Ethics The Company spreads the Code of Ethics in order to promote its full application. The Company ensures that the Code of Ethics is adequately spread and implemented in the following ways: 1. transmission of the Code of Ethics (through, depending on the case, hand delivery, email, fax or mail) to Collaborators so that said Code of Ethics is accepted in writing with the commitment to comply with it;trasmissione del Codice Etico (mediante, a seconda dei casi, consegna brevi manu, email, fax o posta) ai Collaboratori affinché il medesimo Codice Etico sia accettato per iscritto con impegno alla relativa osservanza; 2. organisation of information and awareness meetings on the Code of Ethics for Collaborators (limited to internal staff); 3. inclusion in contracts stipulated by the Company itself of a clause aimed at informing third parties of the adoption of the Code of Ethics by the Company and of specific sanctions if said Code is violated by Collaborators, including termination of the contract in the event of serious violation; 4. interpretation and clarification of unclear cases that may arise from the application of the Code of Ethics; 5. updating the Code of Ethics; TECNOMAC Srl The Management |