Code of Ethics GRUPPO COSMI

Transcription

1 CODE OF ETHICS Gruppo Cosmi Cosmi S.p.A. COSMI CONTRACTING & MANAGEMENT S.r.l. S.U. INIZIATIVE INDUSTRIALI S.r.l. S.U. PROGEPI S.r.l. 2 02/01/2013 Revised to introduce references to environmental and safety regulations S. Petruio G. Zuffa S. Resca 1 30/09/2010 Revised where shown S. Petruio G. Zuffa S. Resca 0 16/02/2009 First issue S. Petruio G. Zuffa S. Resca Rev. Date Description First issue Check Approval 1 / 14

2 Revision List Paragraph Change description Rev. 1 General Revision 1 3 General Revision Introduced paragraph 2.7 Health and Safety Protection Principles Introduced paragraph 2.8 Environmental Protection Principles 2 2 / 14

3 TABLE OF CONTENTS 1. Introduction Purpose of this document Scope of Application General information The Code of Ethics Principles General Principles Principles of legality and honesty Principles for the relations with the Public Authorities Organization Principles Good administration principles Corporate responsibility principles Health and Safety Protection Principles Environmental Protection principles Violation of the Code of Ethics - consequences / 14

4 1. Introduction 1.1 Purpose of this document This Code of Ethics sets out the behaviour principles applied by Gruppo COSMI and its Companies in their business activity and in other activities required to pursue the goals of the Companies and of the Group. It consists of a set of fundamental values and rules which need to be respected and implemented in all business behaviours activities. It is therefore a fundamental point of reference and support to promote such values and rules within Gruppo COSMI. The Code of Ethics is meant to establish all the permanent and temporary relations that Gruppo Cosmi and its Companies have with third parties, either public or private or any stakeholders on the principles of transparency, fairness, good faith, loyalty, integrity and credibility, in order to encourage ethical company processes and promote, through self-regulation and corporate governance techniques and procedures, the creation and optimization of value for the Owner, for those who work in the Company, for the Clients, the Community and, in general, all the stakeholders. 1.2 Scope of Application This Code of Ethics shall be applied to all the companies belonging to Gruppo COSMI both in Italy and abroad. It is above all an integral part of the Organizational, Management and Control Models for the prevention of the offences provided for by the Legislative Decree 231/2001 adopted by Cosmi S.p.A. S.U., Cosmi Contracting & Management S.r.l. S.U. and Iniziative Industriali S.r.l. S.U., belonging to Gruppo COSMI. 4 / 14

5 1.3 General information Gruppo COSMI and its Companies are aware that unethical behaviours in their business activities can affect their reputation and that of their Shareholders thus impairing the achievement of the Group s mission, aiming at its growth and its shareholders and clients satisfaction. The administrative bodies, managers, legal representatives, employees and partners of the Company shall be subject to this Code of Ethics and to behaviours consistent with the same. The belief that one is acting in favour or to the advantage of the Group or its Companies can never in any way justify any behaviour that conflicts with the principles or with the following ethical rules and with the procedures applicable to all the Company s activities. The term Company in this Code of Ethics refers to any of the Companies belonging to Gruppo COSMI; whereas Public Authorities also refers to big private bodies providing public service. 5 / 14

6 2. The Code of Ethics Principles 2.1 General Principles PRINCIPLE 1: PRINCIPLE 2: The Company bases its activities on the principles provided for by this Code of Ethics. The Company declares to be free not to undertake or carry on any relations with anyone who does not agree with the content and the spirit of this Code of Ethics and violate its principles and rules of conduct. The Company s bodies, their members and the employees shall comply with this Code of Ethics. They shall also promptly communicate to the internal Supervisory Body any identified behaviour which does not comply with this Code of Ethics. 2.2 Principles of legality and honesty PRINCIPLE 3: PRINCIPLE 4: The Company deems it binding to comply with the applicable laws and regulations of the Countries where it operates. No Company interest can in any way justify a dishonest behaviour. 2.3 Principles for the relations with the Public Authorities PRINCIPLE 5: The Company s bodies and their members, the employees, consultants and partners, legal representatives and all third parties in general who act in the name and on behalf of the Company in the relations with the Italian or foreign Public Authorities, behave so as not to induce the Public Authorities to violate the principles of good administration and fairness to which they are subject. The relations with Italian or foreign Public Authorities shall be conducted only by those who have been specifically and officially appointed by the Company to deal 6 / 14

7 with or negotiate with such administrations, bodies, organizations and/or institutes and their public officers. PRINCIPLE 6: PRINCIPLE 7: PRINCIPLE 8: PRINCIPLE 9: PRINCIPLE 10: The people appointed by the Company to negotiate a business, submit a request to or interact with Italian or foreign Public Authorities, cannot for any reason behave so as to illegally influence Public Officers or designated people providing public service who take decisions in the name of the Italian or foreign Public Authorities, in order to grant the Company an illegal or undue advantage or interest. The Company forbids and condemns any behaviour, initiated by anyone in its name and on its behalf, by which money or other benefits are directly or indirectly offered to Italian or foreign Public Officers and/or people designated to provide public service, so that the Company can get an illegal profit or interest. The Company forbids and condemns any behaviour aimed at obtaining any kind of grant, financing, low rate loan or other profits from Public Authorities, European Community or other public bodies, by means of purposely counterfeited or altered declarations and/or documents, or omitted information, or, in general, by means of any contrived or fraudulent act, including hacking, in order to mislead the financing body. It is forbidden to use any grant, subsidy or financing paid by the State, by other public bodies or the European Community for other purposes than those for which they were granted. No third parties shall represent the Company in its business relations and activities with Italian or foreign Public Authorities, when, based on available information, a conflict of interest might occur. 2.4 Organization Principles PRINCIPLE 11: Any operation and/or transaction, in its widest sense, shall be lawful, authorized, consistent, adequate, documented, registered and accessible at any time. 7 / 14

8 PRINCIPLE 12: PRINCIPLE 13: PRINCIPLE 14: PRINCIPLE 15: The employees and anyone who purchase goods and/or services, including expert advices, on behalf of the Company, shall act in compliance with the principles of fairness, economy, quality and lawfulness. The evaluation of personnel to be hired is performed on the basis of the degree to which the candidate s profile corresponds to the characteristics being sought and to the company s needs, and in compliance with the principle of equal opportunity for all the individuals involved. The information requested shall be strictly related to verification of possession of the professional and psychologicalaptitudinal characteristics being sought, with the utmost respect for the candidate s private sphere and opinions. The Company undertakes to ensure that within its organization the scheduled annual goals, general or individual, for managers, employees or partners working for the Company, are focused on a possible, specific, pragmatic, measurable result based on the available time for its achievement. All the Company s departments are responsible for the truthfulness, authenticity and originality of the documents and information released when performing their activities. 2.5 Good administration principles PRINCIPLE 16: PRINCIPLE 17: The Company condemns any behaviour, initiated by anyone, aimed at falsifying the correctness and truthfulness of the data and of the information contained in the financial statements, in the reports or other social communications for the shareholders or the public required by the law. The Company requires that the Directors, the Department Managers and employees, carry out their functions in a fair and transparent way, in particular with regards to any request submitted by the Shareholders, by the other corporate bodies and by the auditing company when performing their individual institutional functions. 8 / 14

9 PRINCIPLE 18: PRINCIPLE 19: PRINCIPLE 20: PRINCIPLE 21: PRINCIPLE 22: The Company's Directors are forbidden to behave in any way that might damage the integrity of the corporate assets. The Directors shall not undertake any corporate operation which might damage any creditor. It is forbidden to perform any simulated or fraudulent act, aimed at influencing the will of the members of the General Shareholders Meeting in order to get an irregular majority and/or a different deliberation. It is forbidden to intentionally divulge, both within and out of the Company, false information on the Company, its employees, partners and third parties acting on its behalf, when thoroughly aware that they are false. The Company s bodies, their members and the employees, during the inspections and assessments carried out by competent Public Authorities, shall be fully available and cooperate without interfering with the activity of inspection or with the control bodies. 2.6 Corporate responsibility principles PRINCIPLE 23: PRINCIPLE 24: PRINCIPLE 25: PRINCIPLE 26: PRINCIPLE 27: The Company condemns any behaviour that might result in a damage to the individual, to the physical, cultural and moral integrity of the people it interacts with and undertakes to oppose any such behaviour including the use of undeclared work. The Company condemns the use of child labour and therefore undertakes not to use or approve such kind of labour. The Company undertakes to ensure a healthy and safe workplace. The Company undertakes to safeguard the workers rights to join the trade unions. The Company undertakes not to use or approve disciplinary procedures such as corporal punishment, physical or mental coercion, verbal abuses. 9 / 14

10 PRINCIPLE 28: PRINCIPLE 29: PRINCIPLE 30: The Company undertakes to comply with the working time provided for by the law and by national and local regulations. The Company undertakes to pay its employees according to the provisions of the National Employment Contract and the Company s integrating one. The Company undertakes to safeguard the privacy of its employees and partners, by adopting effective processing and retention means for personal and sensitive data, which comply with applicable law. 2.7 Health and Safety Protection Principles PRINCIPLE 31: PRINCIPLE 32: PRINCIPLE 33: The Company ensures the physical and moral integrity of its partners, work conditions respectful of the individual dignity and safe and healthy working places, in compliance with the applicable laws on accidents at work and workers protection. In particular the Company commits to take all the required actions to ensure that its activities comply with Law requirements, thus ensuring the full respect of all national and regional laws or other regulations dealing with health and safety protection. The Company undertakes to transmit and consolidate a safety culture among all its partners, by developing a risk awareness and encouraging responsible behaviours. The Company undertakes to: - avoid risks; - assess the risks which cannot be avoided and plan an adequate prevention programme; - provide adequate prevention devices; - give adequate instructions to the workers and provide an updated training on health and safety; - monitor the application of the adopted safety measures; 10 / 14

11 - meet the commitments provided for by the applicable regulations on health and safety in workplaces. PRINCIPLE 34: PRINCIPLE 35: PRINCIPLE 36: PRINCIPLE 37: PRINCIPLE 38: Each partner shall adopt the prevention measures set out by the Employer and comply with all the health and safety provisions that the Employer deems necessary to prevent the risks connected with the work activities. The Company undertakes, during any inspection and assessment carried out on health and safety in its premises or yards, to grant its full collaboration to the competent authorities. It is forbidden to behave in any way which might result in any accident or is not compliant with the applicable law or with this Code of Ethics and with the Company's Health and Safety Policy. In particular it is forbidden to act or behave in a way which is not compliant with the Law and might result in an offence with regards to the health and safety of the workers as provided for by Legislative Decree no. 231/01. The personnel shall comply with the procedures and practices that the Company has codified, with regards to health and safety, within its Organizational Model and pertaining executive protocols and procedures. In particular the personnel is advised to give the utmost attention to their behaviours so as to be consistent with the provisions of the Company s Safety Management System, adopted in compliance with approved international standards. The Company undertakes to involve its workers in the assessment of the health and safety problems in the workplaces and share with them the prevention system to be adopted; the personnel shall also communicate any situation detected during potentially dangerous activities in order to safeguard the workers health and safety, and any organizational training or infrastructural need. 11 / 14

12 2.8 Environmental Protection principles PRINCIPLE 39: PRINCIPLE 40: PRINCIPLE 41: PRINCIPLE 42: PRINCIPLE 43: PRINCIPLE 44: The Company is committed to prevent pollution, to improve its environmental performance and prevent environmental offences. Such decision is part of an overall strategic vision taking into account the increasing environmental awareness of the Clients, of the Institutions and the Community. The Company firmly believes that the commitment to prevent pollution, to improve environmental performance and prevent environmental offences shall be unavoidable values to be included in this code of ethics. The Company commits to take all the required actions to ensure that its activities comply with Law requirements, thus ensuring the full respect of all national and regional laws or other regulations dealing with health and safety protection, also in order to reduce the risks to commit potential environmental offences connected with its activities. To this purpose the Company adopts, with regards to the compliance with law and regulatory environmental provisions, a preventive approach so as to compensate the strategic options with law developments and match it to the internal development. The Company undertakes, during any environmental inspection and assessment carried out in its premises or yards, to grant its full collaboration to the competent authorities. It is forbidden to perform any harmful action for the environment which is not compliant with the applicable law and not consistent with this Code of Ethics and the Company's environmental policy and, in any case, any action which might cause a serious and immediate damage to the natural environment. In particular it is forbidden to act or behave in a way which is not compliant with the Law and might result in an environmental offence as provided for by Legislative Decree no. 231/01. The personnel shall comply with the procedures and practices that the Company has codified, with regards to environmental management, within its 12 / 14

13 Organizational Model and pertaining executive protocols and procedures. In particular the personnel is advised to give the utmost attention to their behaviours so as to be consistent with the provisions of the Company s Environmental Management System, adopted in compliance with approved international standards. Personnel s initiatives aimed at safeguarding the Environment are encouraged and supported. PRINCIPLE 45: The personnel shall also communicate any situation detected during potentially dangerous activities in order to safeguard environment, and any organizational training or infrastructural need 13 / 14

14 3. Violation of the Code of Ethics - consequences Any violation committed by Company s directors, managers, employees and partners are subject to disciplinary measures provided for by the Law and by contracts provisions. In particular for the Group s Companies: Cosmi S.p.A. S.U.,Cosmi Contracting & Management S.r.l. S.U. and Iniziative Industriali S.r.l. S.U a disciplinary system shall be applied which makes part of the individual Organizational Management and Control Models for the prevention of the offences regulated by Legislative Decree no. 231/ / 14