Code of Ethics. June FIRST ISSUE Bogazzi S.B. BoD 2010 FILING SYSTEM : file volume file. 18 nt ELECTRONIC datiword Politecnica CE.

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1 Code of Ethics ISSUE AND UPDATES rev. date Description Issued by Checked by Approved by 1 25 th Nov UPDATE FOR ADJUSTMENT TO ANCPL 2013 GUIDELINES Rivieri S.B. BoD June 0 FIRST ISSUE Bogazzi S.B. BoD 2010 FILING SYSTEM : file volume file Identification page 1 of environme 18 nt ELECTRONIC datiword Politecnica CE.doc WORD CE P O LI Ownership of this document is protected by law and it is prohibited to reproduce or disclose such document to third parties without our authorisation. POLITECNICA Ingegneria ed Architettura Soc. Coop. Via Galileo Galilei, MODENA 1

2 Code of Ethics Rev. 01 TABLE OF CONTENTS 1. INTRODUCTION 2. CONTENT 3. THE PRINCIPLES OF THE CODE OF ETHICS A. MAIN PRINCIPLES B. SUBSCRIPTION TO THE CHARTER OF VALUES OF THE ITALIAN NATIONAL LEAGUE OF COOPERATIVES AND MUTUAL ASSISTANCE SOCIETIES C. PRINCIPLE OF LEGALITY D. RELATIONS WITH PUBLIC AUTHORITIES E. ORGANISATION F. PROPER ADMINISTRATION G. HUMAN RIGHTS AND LABOUR RIGHTS H. SAFETY AND THE ENVIRONMENT (SUSTAINABILITY) I. TRANSPARENCY AND FAIRNESS IN RELATIONS WITH THE MARKET L. COMBATING TERRORISM AND CRIME M. CONDUCT WHEN POLITECNICA IS ACTING AS A PUBLIC SERVICE PROVIDER 4. REACTIONS TO BREACHES OF THE CODE OF ETHICS 5. CODE OF ETHICS APPROVAL PROCEDURE 2

3 Code of Ethics Rev INTRODUCTION POLITECNICA Ingegneria ed Architettura Società Cooperativa is conscious of the fact that unethical conduct in business can jeopardise the company s reputation and obstruct the pursuit of its corporate purpose (the aim of which is to provide employment security for the company s members, staff, and associates, while also maintaining satisfaction among both customers and all legitimate stakeholders, and operating within a market whose core characteristics are ability, legitimacy, and fairness). This Code of Ethics, which has been approved by the Board of Directors and ratified by Members Meeting resolution, expresses all the commitments and responsibilities of an ethical nature to which the directors, members, managers, and all the staff and associates of Politecnica are bound. 2. CONTENT The Politecnica Code of Ethics: sets out the company s rights, duties, and responsibilities in relation to all those parties with which it enters into relations in order to achieve the corporate purpose (customers, suppliers, staff and/or associates, members, institutions, local councils). It therefore represents a set of guidelines encompassing rules of conduct which must be borne in mind everyday, throughout all working activities. First and foremost, it envisages compliance with applicable laws and regulations, including therein those established within the company; the aim of this code is to provide a list of ethical standards and rules of conduct towards which to orient the corporate decision-making processes and behaviour within the company; requires that both the management and all those parties with whom it has dealings act in accordance with this code, i.e. that their actions are consistent including therein in spirit with the company s core ethical principles; helps to establish a policy of corporate social responsibility, as the 3

4 Code of Ethics Rev. 01 company is aware that due consideration of the corporate and environmental issues contributes to minimising exposure to risks concerning both compliance and the company s reputation, strengthening at the same time the sense of involvement felt by all the actors. 3. THE PRINCIPLES OF THE CODE OF ETHICS A. MAIN PRINCIPLES 1. Politecnica bases its business activities on the principles contained in this code and shall not establish or maintain any relations with anyone who fails to demonstrate that they subscribe to the content and spirit of this code, or who violates its principles and rules of conduct. 2. This code is binding upon all members of corporate bodies, company members, executive management, and staff, including lower and middle management and all those parties - including those not in the company - who work directly or indirectly therefor. All the aforesaid intended recipients of the code are, therefore, required to comply with and within the scope of their responsibility to ensure others comply with the principles contained in this Code of Ethics. Under no circumstances shall allegedly acting in the interests of the company justify conduct which violates the rules and principles set out above. Furthermore, compliance with the rules of the code shall be deemed part and parcel of the agreements into which the company s employees enter pursuant to the provisions of Article 2104 et seq. of the Italian Civil Code. B. SUBSCRIPTION TO THE CHARTER OF VALUES OF THE ITALIAN NATIONAL LEAGUE OF COOPERATIVES AND MUTUAL ASSISTANCE SOCIETIES 3. Politecnica upholds the values and principles of cooperation approved by the Legacoop National Directorate at its meeting dated 14 th July 1993 and set out hereunder: 4

5 Code of Ethics Rev The member is the founding core of all forms of mutual companies and represents the primary reference in any cooperative action. - The financial and economic duties of any cooperative are aimed, first and foremost, at providing benefits for its members, for future generations, and for the community. Cooperatives offer their members security, advantages, and recognition in proportion to each one s involvement in the organisation. - The main resource of a cooperative is the people within it. All cooperatives must give the due importance to the work of these resources, and likewise recognise and promote their creativity, their professionalism, and the ability to work together to achieve the common goals established. - Cooperative members demonstrate, above all, respect for others. Cooperative members shall be direct and straightforward and shall demonstrate a sense of justice and responsibility, whatever their role or position. - With the quality of their work, cooperative companies shall demonstrate transparency, honesty and fairness in their actions. - Cooperatives shall always view pluralism as a strength. In the relations with other financial, political, or social powers, they shall respect the nature, opinions, and culture thereof, always acting independently and in accordance with its own particular characteristics and the expertise it offers. - The existence of cooperatives, the hallmark of this approach, and its system of governance are all based on the principle of social contribution. All financial or economic relationships and transactions are built on interpersonal relations. Cooperatives view the market as a place in which to promote wealth, respect for health and the environment, and development of the corporate and social economy. <0} They way in which they operate within the market, not only complies with laws in force, but also 5

6 Code of Ethics Rev. 01 respecting principles of justice and profitability for their members and for the community. - Cooperation helps to promote market development, enhancing the existing market and creating new ones, structuring demand and meeting the needs of the local area. These are the underlying meanings of cooperative promotion. - Cooperatives consider the right to do business and the inherent risks thereof to be expressions of freedom. - Cooperatives govern their internal relationships according to the principle of democracy. Cooperatives are able to fully achieve their goals by means of association within the cooperative movement, which promotes inter-cooperative relations, prioritises collective heritages, and guarantees appropriate forms of supervision. - Cooperative mutuality - as defined by the International Cooperative Alliance - is not only a way of generating and distributing wealth in more beneficial way for those involved, it is also a conception of interpersonal relationships. C. PRINCIPLE OF LEGALITY 4. It is a fundamental principle upheld by Politecnica to observe the laws and regulations in all the countries in which it operates. All activities must therefore be guided by and conducted in compliance with all applicable laws and regulations, in addition to the principles and procedures predetermined for this purpose. 5. Politecnica requires its members, directors, officers and employees in general and any person who, for whatsoever reason, acts as representative therefor, including therein de facto representatives, to comply with all applicable laws and regulations, in addition to the principles and procedures predetermined for this purpose. 6. Politecnica undertakes to take the necessary and appropriate measures to ensure the obligation to comply with all applicable laws and regulations, in addition to the principles and procedures predetermined 6

7 Code of Ethics Rev. 01 for this purpose, is adopted and practiced by both members, directors, officers and employees, as well as consultants, suppliers, clients and any other parties with which it has relations. 7. Politecnica may contribute to the financing of political parties, committees, organisations or political candidates, provided that it does so in accordance with applicable law and regulations. D. RELATIONS WITH PUBLIC AUTHORITIES 8. The bodies of Politecnica and the members thereof, as well as the company s members, employees, consultants and associates, proxies and in general any third parties acting on behalf of Politecnica in relations with the public authorities, whether Italian, EU, or of third-party countries, shall behave in such a way as to avoid leading the public authorities to violate the principles of impartiality and good conduct required thereof. Contacts with the public authorities, whether Italian, EU and/or of third-party countries, shall be limited to those persons who are specifically and formally appointed by the company to have dealings or contact with these authorities, public officials, corporations, organisations and/or institutions. 9. In its relations with the staff of Italian or EU public authorities, or those of any other countries, the directors, auditors, members, employees, consultants, associates, proxies, and - generally speaking - any third parties acting on behalf of Politecnica, are prohibited from giving or promising money or any other form of benefit, regardless of whether such action is carried out solely in the interests of the giving or promising party or for the company s benefit or interests. The directors, auditors, members, employees, consultants, associates, proxies and - generally speaking - any third parties acting on behalf of Politecnica, are prohibited from receiving money, presents, gifts, or benefits from parties working with Politecnica within relationships in which the company is acting as a public works or public services contractor. 7

8 Code of Ethics Rev Persons employed by Politecnica to handle any business negotiations, requests or relations with the public authorities, whether Italian, EU and/or of other countries, may not, for any reason, engage in conduct designed to unlawfully influence the decisions of public officials or public service officers who make decisions on behalf of the public authority, whether Italian, EU or of other countries, in order to secure Politecnica an unfair or unlawful profit or advantage. 11. It is forbidden to allocate contributions, subventions, or financing obtained from the State or any other public body or from the European Union to purposes other than those for which they were granted, even in the case of low values and/or amounts. 12. Politecnica condemns behaviour designed to obtain from the State, or the European Union, or any other public body, any kind of assistance, financing, subsidised loan or other disbursements of this type, by means of statements and/or documents which have been altered or falsified for this purpose, or through the omission of information or, more generally, by means of trickery or deception, including acts committed by means of an IT or computer system, with the intention of misleading the disbursing body. 13. Politecnica cannot be represented by third parties in dealings with the public authorities, whether Italian, EU or of other countries when, according to available information, there may be a conflict of interest. E. ORGANISATION 14. Any operation or transaction, meant in the broadest sense of the term, must be legitimate, authorised, consistent, congruous, documented, recorded, and verifiable at any time. 15. Members, employees, and persons making any purchase of goods and/or services, including external consultancy services, on behalf of Politecnica, shall act in accordance with the principles of fairness, low cost, quality and legality and shall act with the diligence of a good father of family. 8

9 Code of Ethics Rev Appraisal of staff to hire is based on the degree by which the candidate s profile and specific skills meet expectations and the company s needs, as specified by the company department seeking the new staff member and, always, respecting equal opportunities for all parties concerned. The information requested is strictly related to ascertaining aspects of the professional, psychological, and attitudinal requirements, while always respecting the candidate s privacy and opinions. 17. Politecnica is committed to making sure, as part of its business organisation, that the annual goals set, both generally and individually, for members, managers, and employees or associates working for Politecnica focus on a specific, concrete, and possible outcome, which is both measurable and related to the estimated time required to achieve it. 18. Each company department is responsible for the accuracy, authenticity, and originality of the documentation and information provided when conducting its business. F. PROPER ADMINISTRATION 19. Politecnica pursues its corporate purpose in accordance with the law and the company bylaws and regulations, ensuring the proper functioning of the governing bodies and the protection of members property and participation rights, while preserving the integrity of the share capital and assets. 20. Politecnica condemns any behaviour engaged in by any person with the intention of altering the accuracy and truthfulness of data and information contained in the financial statements, reports or other communications required by law and aimed at members and the public. 21. Politecnica requires its directors, members, department heads, and employees to maintain fair and transparent conduct in the performance of their duties, particularly in relation to any request made by the Board 10

10 Code of Ethics Rev. 01 of Directors, other corporate bodies, and any auditing firms while carrying out their respective official activities. 22. Politecnica s directors are prohibited from engaging in any voluntary behaviour intended to cause injury to the integrity of corporate assets. 23. The directors shall not perform any type of corporate transaction which may cause damage to the creditors. 24. It is forbidden to perform any act, whether simulated or fraudulent, with the intention of influencing the will of the members at a members meeting in order to obtain an improper formation of a majority and/or a different decision from that which would otherwise have been reached. 25. It is forbidden to intentionally disseminate false information, both within and outside the company, concerning Politecnica, its members, employees, or associates, or third parties working on behalf of the company, with the full understanding and knowledge of the said falsity. 26. In the event of checks and inspections by competent public authorities, Politecnica s bodies and their members, and likewise the company s members and employees, shall act with the utmost cooperation and without obstructing, in any way, the functions of the inspection and control bodies or of the legal authorities. G. HUMAN RIGHTS AND LABOUR RIGHTS 27. Politecnica condemns any behaviour which is harmful to the personality and the physical, cultural and moral wellbeing of any persons with whom it has relations and is committed to combating any act of this nature, including the use of illegal labour. 28. Politecnica condemns the use of child labour and therefore pledges not to use or support this form of labour. 29. Politecnica condemns the use of forced labour and therefore pledges not to use or support this form of labour. 30. Politecnica is committed to ensuring a safe and healthy workplace. 11

11 31. Politecnica is committed to respecting its workers right to join trade unions. 32. Politecnica undertakes not to engage in any type of discrimination 33. Politecnica undertakes not to use or support disciplinary practices such as corporal punishment, mental and physical coercion, or verbal abuse. 34. Politecnica undertakes to adapt working hours to those required by national and local law and agreements. 35. Politecnica is committed to paying employees in compliance with the national collective labour agreement and the supplementary company agreement. 36. Politecnica is committed to respecting the privacy of its employees and associates, through the adoption of sensitive personal data processing and storage methods which comply with applicable legislation and provide guarantees of effectiveness. H. SAFETY AND THE ENVIRONMENT (SUSTAINABILITY) 37. Politecnica is committed to meeting the legitimate expectations of all its stakeholders, with whom it intends to encourage dialogue aimed at better understanding of their needs. 38. Politecnica is committed to pursuing environmental protection, with the aim of continually improving its environmental performance. To this end, commitments include: - compliance with national and EU environmental legislation and regulations - prevention of soil, air, and water pollution - proper waste management - respect for natural habitats, with particular reference to protected sites - respect for endangered or protected animal and plant species 18

12 - awareness-raising among members, employees, and associates on environmental issues; - an approach to project activities which minimises the possible environmental impacts of design choices made; 39. Politecnica is committed to promoting health and safety at work, and strives for the continuous improvement of its performance in terms of safety. To this end, commitments include: - compliance with national and EU legislation and regulations on health and safety at work; - awareness raising and training of members, employees and collaborators so that, when going about their activities, they can always guarantee compliance with national and EU legislation and regulations on health and safety at work and adopt the most appropriate measures to minimise the risks associated with these activities. - implementation of appropriate organisational and management models to ensure continued compliance with legal requirements and pursuit of the business goals on safety. More specifically, when making decisions on any operational level, the company refers to the fundamental principles inferred from European Directive N. 89/391 on health and safety at work, which can be outlined as follows: a) avoid risks; b) assess risks that cannot be avoided; c) combat risks at the source: d) ensure the work is compatible with the people expected to carry it out, especially as regards the design of workplaces, the choice of work equipment and the choice of working and production methods; e) adapt to technical progress; 19

13 f) replace the dangerous with the non-dangerous or the less dangerous; g) develop a consistent overall prevention policy which covers technology, organisation of work, working conditions, social relationships, and the influence of factors relating to the working environment; h) give priority to collective protective measures over personal protective measures; i) give appropriate instructions to workers. I. TRANSPARENCY AND FAIRNESS IN RELATIONS WITH THE MARKET 40. Politecnica competes fairly on the market following the rules of competition and respecting the principles of freedom of enterprise and trade. More specifically, the company, its directors, members, and staff shall combat all and any form of trade fraud and respect industrial property rights and copyright. 41.a The directors, auditors, members, employees, consultants, associates, proxies and - generally speaking - any third parties acting on behalf of Politecnica, are prohibited from giving or promising presents or gifts, in any form, or granting benefits to the employees, managers, or directors of companies with which Politecnica has trade and/or business relationships, unless such presents or gifts or benefits of modest value fall within the standard customs and procedures of the countries in which Politecnica operates. For the purposes of this article, presents, gifts, or benefits of modest value are understood as those worth no more, approximately, than 150, including therein discounts granted. In any case, before offering any presents, gifts, or benefits worth more than the aforesaid modest value, the directors, auditors, members, or staff of Politecnica shall seek express prior authorisation from the company s board of directors; If the aforesaid are offered by a consultant, associate, or proxy, or - generally speaking any third party working on behalf of 20

14 Politecnica, such parties shall report to the head of department and/or unit with which they are working in order to agree on how to proceed. 41.b. The directors, auditors, members, employees, consultants, associates, proxies and - generally speaking - any third parties acting on behalf of Politecnica, which - as part of the activities carried out for the company receive presents gifts or benefits, in any form, from employees, managers, or directors of companies with which Politecnica has trade and/or business relationships, shall notify the board of directors (or head of department and/or unit with which they are working, in the case of consultants/associates/proxies) which shall agree on how to proceed, based on the value of the presents, gifts, or benefits. 42. In response to a legitimate request, Politecnica, its directors, members and employees shall provide full, correct, adequate and prompt information both within and outside the company and, where possible, in writing. 43. Members of the boards of directors and auditors, directors, members, managers and in general the employees and associates that, depending on their role, may have access to information not available to the public and which may affect the value of listed financial instruments (price-sensitive information), shall not exploit this information in their own interest and shall not encourage insider trading (misuse of privileged information and/or market manipulation) disseminating the said information, without reason, within or outside Politecnica. L. COMBATING TERRORISM AND CRIME 44. Politecnica condemns any activity involving counterfeiting, forgery, alteration of and/or the use of coins, credit cards, duty stamps and identifying tools or marks. To this end, its directors, 21

15 members, employees and associates are required to respect and apply both Italian and EU legislation, and also to monitor against the possession and use thereof, even in good faith, and are invited to report any situation that might be linked to offences of this nature to the competent authorities. 45. Politecnica condemns any activity involving the laundering (i.e. receipt or handling) of proceeds from criminal activities in any form or manner. To this end, its directors, members, employees, and associates shall respect and apply both Italian and EU money laundering laws, and are invited to report any situation that might constitute an offence of this nature to the competent authorities. 46. a. Politecnica believes deeply in democratic values and condemns any activity aimed at terrorism or subversion of democracy. To this end, its directors, members, employees, and associates are required to respect and apply both Italian and EU counter terrorism laws, and are invited to report any situation that might involve an offence of this nature to the competent authorities. 46.b.Politecnica condemns all organised crime activities. To this end, its directors, members, employees, and associates shall respect and apply both Italian and EU legislation, and are invited to report promptly any situations in which Politecnica falls victim to this type of criminality to the competent authority. 47. Politecnica condemns any hacking activity concerning computer or online systems, whether public or private, carried out with the intention of either creating damage or acquiring information, data, or software. M. CONDUCT WHEN POLITECNICA IS ACTING AS A PUBLIC SERVICE PROVIDER 48. Politecnica s board of directors and its members, as well as the company s members, employees, associates, proxies and 22

16 generally speaking - any third parties acting on behalf of the company in relations with the public authorities, whether Italian, EU or of other countries, shall behave in such a way as to avoid leading the public authority to breach the principles of impartiality and good conduct required thereof. 49. Politecnica condemns any behaviour engaged in by any person on its behalf consisting in securing a promise of and/or receiving - directly or indirectly - benefits, money or any other gains from third parties interested in the results of public duties performed by its directors, members, employees, associates, proxies and - more generally - third parties acting on behalf of Politecnica. 50. Persons employed by Politecnica to perform public duties on behalf of a public authority, whether Italian or European Union and/or on behalf of other countries, shall not, for any reason, tolerate behaviour designed to improperly influence the decisions for which they are responsible. 51. Politecnica cannot entrust the performance of a public duty on behalf of a public authority, whether Italian, European Union or of other countries, to its staff or to third parties when, according to available information, there may be a conflict of interest. 4. REACTIONS TO BREACHES OF THE CODE OF ETHICS Any breaches committed by Politecnica s directors, members, managers, employees, or associates shall be subject to the disciplinary system envisaged by the crime prevention model approved by the board of directors. 5. CODE OF ETHICS APPROVAL PROCEDURE This Code of Ethics is approved by a Members Meeting. Subsequently, to allow a more flexible adaptation of the document to situations that were highlighted during management of the crime prevention model provided for by Italian Legislative Decree n. 231/2001, i.e. to guarantee 23

17 prompter adaptation to new needs arising following amendments to the said legislative decree, the following amendment and adoption procedure is applied to Politecnica s Code of Ethics: The supervisory board regularly reviews the Code of Ethics, with particular reference to the needs arising from legislative changes that have occurred, and proposes any amendments and supplements to it; The board of directors examines the proposals of the supervisory board and, if it agrees with them, approves the Code of Ethics as amended, which therefore immediately becomes operative for Politecnica. 24

18 POLITECNICA Ingegneria ed Architettura Soc. Coop. Via Galileo Galilei, MODENA 25