CODE OF ETHICS ZANINI INDUSTRIES GROUP. (Text decided by the Board of Directors of Zanini S.p.A. dated 11 th December 2008)

Transcription

1 CODE OF ETHICS ZANINI INDUSTRIES GROUP (Text decided by the Board of Directors of Zanini S.p.A. dated 11 th ) 1

2 Summary Foreword I. First part 1. MAIN PRINCIPLES 1.1 Primary objective of ZANINI 1.2 Reference values of ZANINI 2. BEHAVIOUR CRITERIA WITHIN THE BUSINESS MANAGEMENT 2.1 General business management 2.2 Company gifts and homage 2.3 Conflict of interests 2.4 Suppliers relationship 2.5 Clients relationship 2.6 Correct use of company assets 3. HUMAN RESOURCES 3.1 Human resources management 3.2 Work environment 3.3 Alcohol or drugs abuse 3.4 Smoking 4. RELATIONSHIP WITH THE PUBLIC ADMINISTRATION 5. TRANSPARENCY OF ACCOUNTING INFORMATION 6. ADVERTISING AND RELATIONSHIP WITH INFORMATION MEANS II. Second part 7. APPLYING THE CODE SUPERVISORY BOARD 7.1 Company commitments 7.2 Employees commitments 7.3 Contractual value of the Code 7.4 Worthiness of the Code towards third party 7.5 Supervisory board 8. VIOLATING THE CODE AND RELATIVE SANCTIONS 9. USE, EFFICIENCY AND AMENDMENTS 2

3 Foreword ZANINI S.p.a. (hereinafter ZANINI and/or the Company ) considers it important to clearly define the set of value that the Company recognises, accepts and shares and the set of responsibilities it undertakes. For this reason, in compliance with Legislative Decree 231/2001 ( Discipline of administrative responsibility of individuals, companies and associations even those not having a legal existence ), this Code of Ethics or, simply, Code, has been conceived enclosing a set of principles and rules which compliance with by the receivers is of fundamental importance for the good functioning, reliability and reputation of the Company. The Code of Ethics proposes to set to correctness, equity, integrity, loyalty and professionalism the operations, behaviours and working method of the Company both in internal and external relationships, focusing its attention on complying with the laws and regulations, as well as the company procedures. The Board of Directors of ZANINI uses this Code of Ethics in order to sanction the stated principles of ethics and transparency as well as reconcile the search for competition with the needs for a correct competition. The Company will carefully supervise on the compliance of the Code of Ethics, arranging for adequate information, prevention and control instruments and ensuring transparency of operations and existing behaviours. It is up to the Supervisory Board, board of reference for the application of the Code appointed by the Board of Directors of ZANINI, facilitate and promote the awareness of the Code. The Code of Ethics is destined to all those working for ZANINI and the companies controlled by it and/or connected to it, from board members to components of social bodies, to employees, to collaborators, suppliers, consultants and external companies and to all those that, directly or indirectly, permanently or temporarily, establish relationships with the Company or, however, work to pursue the company objectives ((hereinafter jointly Addressees and, singularly Addressee ). Each Addressee must know the Code of Ethics and actively contribute in its execution and signal any lacking in the Supervisory Board. 3

4 FIRST PART 1. MAIN PRINCIPLES 1.1 Primary objective of ZANINI The main objective of the Company is the creation of value for the shareholder, not disjointed from the belief that the ethics in running business is to be pursued together with the company success. Advantageous actions for the Company, but in contract with the Code of Ethics, are not admitted or justifiable. 1.2 Reference values of ZANINI ZANINI believes in the following values: Personal growth Loyalty Meritocracy Excellence Team building Enthusiasm Respect of the environment and people ZANINI operates in compliance with the regulations in force in the Italian Republic and the in the foreign countries where it carries out its activity. In particular, ZANINI: is inspired to the principles of loyalty, correctness, transparency and legality; uses organisational instruments act at preventing the violation and supervises on the correct application of said instruments; it condemns illegitimate behaviour towards the community, the public authority, the clients, the suppliers, the employees, the competitors and any third party; pursues excellence and market competition, offering its clients services and products of quality that efficiently answer their requirements; guarantees the market and the community in general, respecting competition, full transparency of its activity. 2. BEHAVIOUR CRITERIA WITHIN THE BUSINESS MANAGEMENT 2.1 General business management In business relationships, the Company inspires to the principles of loyalty, correctness, transparency and efficiency. The Addressees acting in the name on behalf of the Company must, in business relationships of interest to the Company and in relationships with the Public Administration, have an ethical behaviour and respectful of the laws, based on transparency, clarity, correctness and efficiency. 4

5 The Addressees must, furthermore, have a behaviour in agreement with the Company policies that can never be contrary to law or company procedures, not even if aimed at achieving the company purpose. The main objective of the Company is the creation of value for the shareholder, not disjointed from the belief that the ethics in running business is to be pursued together with the company success. Advantageous actions for the Company, but in contract with the Code of Ethics, are not admitted or justifiable. The main objective of the Company is the creation of value for the shareholder, not disjointed from the belief that the ethics in running business is to be pursued together with the company success. Advantageous actions for the Company, but in contract with the Code of Ethics, are not admitted or justifiable. 2.2 Company gifts and homage In the relationships with clients, suppliers and third party in general, offers of money, gifts or benefits of any nature aimed at obtaining real or apparent debt advantages of any nature, are not admitted. In particular, it is forbidden for employees and collaborators of the Company to: Grant, directly and/or indirectly, benefits and gifts, acts of courtesy or hospitality to clients, suppliers or third party; Accept, directly and/or indirectly, gifts from clients, suppliers or third party; Save that the value, the nature and the purpose of the gift are considered legal and ethically correct and such not to jeopardise the Company image and not to be perceived as a way to influence the impartiality and integrity of company decisions and policies. The Addressee receiving gifts and/or homage, over the limit of normal courtesy relationship and not of reasonable value, must refuse and immediately inform his/her senior and the Supervisory Board. 2.3 Conflict of interests The Addressees must avoid every possible situation that may lead to conflicts of interest with those of the Company. A conflict of interest verifies when an employee or collaborator committed to carrying out a task for the Company finds him/herself having a personal interest, effective or potential, contrary to the best interest of the Company and/or significant enough to influence the judgement or impartial behaviour of the Company. By way of example, and not as limitation, the situations that may cause a conflict of interest are the following: 5

6 Participate in decisions regarding business with subjects with whom the Addressee or one of his/her family members have interests or from which a personal interest may arise; Use the name of the Company for personal advantages; Propose or accept agreements from which personal advantages may arise, including the acceptance of money, favours or other benefits by subject that have, or would like to have, business relationships with the Company; Perform actions, stipulate agreements and, in general, have any kind of behaviour that might, directly or indirectly, cause a damage to the Company, even in terms of image and/or market credibility; Hinder the interest of the Company, influencing the decisional autonomy of any subject appointed to define commercial relationships with or on behalf of the Company. The Employees and Collaborators of ZANINI finding themselves or suspect to be a situation of conflict of interest, even only potential, must immediately inform his/her direct senior or the Supervisory Board to evaluate the action to be taken. 2.4 Suppliers relationship The selection of suppliers and the formulating of the purchase conditions of goods and services for the Company is dictated by competitor, objectivity, correctness, impartiality, equity values and parameters in the price, quality of the good and/or the service, accurately evaluating the assistance warranties and the view of offers in general. The purchase processes must be set at searching the best competitive advantage for the Company and to loyalty and impartiality towards every supplier. The execution of a contract with a supplier must always be based on extremely clear relationships. 2.5 Clients relationship Professionalism, competence, availability, correctness and courtesy represent the guiding principles that the Addressees of the Code must follow in their relationships with customers. Each Addressee, with regard to the relationships with clients, must favour maximum client satisfaction also supplying exhaustive and accurate information on products and services supplied to them. The adopted behaviours are aimed at keeping strictly reserved the information acquired during the course of the activity, in the full respect of the regulation in force with regard to privacy. 2.6 Correct use of company assets Every Addressee is responsible for the Company goods entrusted to him/her and must use them with diligence through responsible behaviour and in line with the operational procedures arranged to regulate the use of the same, avoiding improper uses that may be the cause of damage or reduction in efficiency or, however, in contract with the interest of the Company. 6

7 3 HUMAN RESOURCES 3.1 Human resources management ZANINI protects and valorises the human resources it uses, convinced that the human resources are an essential element for the existence of the Company and that employees dedication and professionalism are values and conditions that the determine the achievement of the Company objectives. Each Assignee must actively collaborate to maintain a climate of reciprocal respect of dignity and reputation. The Company hinders every discriminatory behaviour or attitude or harmful for the person, its convictions and preferences. The Company activities must be carried out in the full respect of the regulation in force with regard to prevention and protection, to protect the health and safety conditions at work. The management of the work relationships is oriented at guaranteeing equal opportunities and to favour the professional growth of everyone. 3.2 Work environment The Company commits to guarantee a safe, healthy and productive work environment. Every employee and collaborator is directly responsible towards colleagues and the Company for the preserving of the quality of the work environment. ZANINI protects and guarantees the safety and health in all work places and considers the respect of the workers right fundamental. Any form of discrimination and harassment connected to race, religion, age, sexual tendencies, invalidity or any other personal aspect must be excluded from the work environment. 3.3 Alcohol or drugs abuse The Company asks that each employee personally contributes to maintaining the work environment respectful to the sensitivity of others. It will therefore be considered conscious prejudicial behaviour of said environmental characteristics the working under the effects of alcohol, drugs or substances with similar effect. 3.4 Smoking The Company, in order to create a healthy and comfortable environment for its employees and visitors, has envisioned the prohibition in general to smoke in closed work premises. 4 RELATIONSHIP WITH THE PUBLIC ADMINISTRATION 7

8 The relationships with Bodies and Public Organisations, necessary for the development of the Company programmes, are reserved exclusively to the Company functions appointed for this purpose. The relationships must be based on maximum transparency, clarity, correctness and such not to induce partial, false, ambiguous or misleading interpretations by public institutional subjects with whom relationships of various type are undertaken. The Business Units and Function Managers who deal with the Public Administration must supply its collaborators Directives on the operational behaviour to have during formal and informal contacts with different public subjects and envision official information flows towards the Public Administration. The task to external collaborators of representing and/or in the interest of the Company towards the Public Administration must be appointed in writing and envision specific clauses that bind the compliance of ethical behaviours used by the Company. Within procedures aimed at obtaining contributions, subsidy or financings, national and/or community, all employees involved must comply with the correctness and truthfulness, presenting complete and relative statements and documents. The benefit, once obtained, must be addressed to the aims for which it was requested. ZANINI bans every behaviour aimed at corrupting public officials, in whatever form or method, direct and/or indirect, in any interested jurisdiction, even in those where said activities are, in practice, admitted and not sanctioned. It is therefore forbidden to: Have a deceptive behaviour that might induce the Public Administration to error in the technical economical evaluation of the products and services offered/supplied; Destine contributions, subsidies, public financings for aims different too those they were obtained for; Supply or promise to supply reserved documents; Exhibit false or altered documents and data; Subtract or omit real documents; Examine or propose work opportunities to employees of the Public Administration or members of their families; Employ ex employees of the Public Administration who have personally and actively participated in a business negotiation with the Company; Favour in the purchase processes, suppliers or subvendors indicated by employees of the Public Administration. 5 TRANSPARENCY OF ACCOUNTING INFORMATION Each Addressee must collaborate in order to the facts of management are correctly and timely represented in the accounts. Those in charge of the administration/accounting functions must ensure that every operation or transaction be legitimate, coherent, fair, authorised and verifiable. For every operation, adequate support documentation of the activity carried out must be kept. 8

9 All employees involved in the budget activity or other similar document, must behave correctly, pay maximum collaboration, guarantee completeness and clarity of the supplied information, signal any conflicts of interest. The directors and their collaborators, in drafting the budge or similar communications, must represent the economical, asset and financial situation truthfully, clearly and completely. They must comply with the request of the supervisory body and facilitate, with every mean, the development of the supervising and auditing activity legally attributed to partners, to other company components or auditing company. They must also present the meeting with complete deeds and documents corresponding to the accounting records. The directors are specifically forbidden to: Return the conferments to the partners or free them from the obligation of carrying them out outside of the cases of legitimate reduction of the share capital; Share profits or have company actions and shares underwritten issued by the Company outside of the cases envisioned by law; Fictitiously form or increase the share capital through operations not admitted by low. The Addressees that should become aware of omissions, falsifications or alterations of the information and supporting documentation must refer the facts to their senior or the Supervisory Board. 6 ADVERTISING AND RELATIONSHIP WITH INFORMATION MEANS In internal and external relations and communications, the Company requests clarity, correctness and transparency. The relationships between ZANINI and the mass media must be maintained through press releases, speeches or other form authorised by the competent Company functions coherently with the Company policy and that predefined communication instruments. 9

10 SECOND PART 7 APPLYING THE CODE 7.1 Company commitments The Company assures: (i) (ii) (iii) (iv) the diffusion of the Code to the Addressees; the updating of the Code in relation to the evolving of the regulation of reference; the development of verifications with regard to every news of violation of the Code rules; the evaluation of the facts and the consequent fulfilment, in case of ascertained violation, of adequate sanctioning measures. 7.2 Employees commitments Every employee is requested to know the rules contained in the Code and the rules of reference that regulate the activity carried out within its function in the Company. The employees have the obligation to: (i) (ii) (iii) keep from having behaviour contrary to said rules; refer to their seniors or Supervisory Board in case of requiring clarification on the methods of application of the same or when unsure of acting or being able to act in compliance with the dispositions in the Code; timely refer to their senior or Supervisory Board any news regarding the possible violations of the Code. The Company guarantees the signalling party against retaliations, illicit conditioning, discomforts and discriminations of any type in the work environment. 7.3 Contractual value of the Code The Code constitutes integrating part of the work relationship. The compliance with the rules of the Code must be considered essential part of the obligations of the employees of the Company. 7.4 Worthiness of the Code towards third party The Company employees must, within the relationships with third party: (i) (ii) (iii) adequately inform them regarding commitments and obligations set by the Code; pretend the respect of the obligations directly regarding their activity; adopt opportune internal and external initiatives in case of non fulfilment by third party of the obligation to conform to the rules of the Code.- 10

11 7.5 Supervisory board Board of reference for the application of the Code and the Supervisory Board appointed, in single or compound form, by the Board of Directors of ZANINI. 8 VIOLATING THE CODE AND RELATIVE SANCTIONS The violation of the rules of the Code can constitute non-fulfilment of the primary obligations of the work relationship or disciplinary offence, with every legal consequence, also with regard to the preservation of the work relationship and may entail compensation of the damages caused by the same violation. The assessment of the above offences, the management of the disciplinary proceedings and the imposition of sanctions remain the competence of the Company functions. Any violations of the Code of Ethics by the directors must be communicated to the Supervisory Board, to the Board of Directors and to the Board of Statutory Auditors, who will undertake the opportune initiatives according to law. Whereas, the violation by third party subjects to the Company (for ex. suppliers, agents, consultants, etc.) can be opposed as contractual non-fulfilment and justify, in the more serious cases, the resolution of the existing contract with the Company, save for the eventual request of compensation should from said behaviour derive damages to the Company (also independent from the resolution of the contractual relationship). The disciplinary sanctions, proportioned to the entity of the violation, will be applied independently from the eventual criminal proceeding towards those responsible. 9 USE, EFFICIENCY AND AMENDMENTS This Code of Ethics is used with decision of the Board of Directors dated 111 th, with immediate effect from said date. The Code of Ethics is widely diffused through the Internet/Intranet site, the registers and the notice boards reserved to staff; a copy will be handed to the recently employed, to collaborators and to the agents and usual suppliers. Every eventual update will be diffused with the same means. ZANINI S.p.A. The Board of Directors Paruzzaro, 11 th 11