Ethical Code - Conceria Montebello
Ethical Code
CONCERIA MONTEBELLO S.P.A. Ethical Code
CONTENTS
4. PRINCIPLES AND NORMS OF CONDUCT TOWARDS EXTERNAL PARTIES .................. 8
5. PRINCIPLES AND NORMS OF CONDUCT FOR EMPLOYEES AND ON SAFETY ........... 10
6. PRINCIPLES AND NORMS OF CONDUCT TO USE CORPORATE ASSETS ................... 11
7. PRINCIPLES AND NORMS OF CONDUCT TO MANAGE INFORMATION ................... 12
8. PRINCIPLES AND NORMS OF CONDUCT ON COMPETITION .................................. 13
9. PRINCIPLES AND NORMS OF CONDUCT ON MONEY LAUNDERING ....................... 14
10. PRINCIPLES AND NORMS OF CONDUCT ON CONFLICT OF INTERESTS ................. 15
13. COME INTO FORCE AND CHANGES TO THE ETHICAL CODE ................................. 18
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CONCERIA MONTEBELLO S.P.A. Ethical Code
GLOSSARY
In this document and its annexes the expressions below shall have the following meaning:
“Company”: Conceria Montebello S.p.A.
“Sensitive activities”: activities with the risk of committing a crime
“Code”: this Ethical code
“Consultants”: those acting under the name of and/or on behalf of the Company under mandate or power of attorney
“Decree”: Legislative Decree no. 231 of 8 th June 2001 and later amendments
“Recipients”: parties that have to abide by the Model
“Employees”: all company employees (including contract employees and executives)
“Authority”: any party – company, association or other – falling under the Decree
“Model”: The organisation, management and control model envisaged by legislative decree
231/2001
“watchdog”: in-house organism in charge of watching over the operation and observance of the
Model and its update.
”Partner”: contract counterparty of the company (e.g. suppliers, agents, consortiums and consortium members, etc.), both natural and legal persons, with whom the company establishes a contractually regulated collaboration. Partners cooperate with the company in sensitive activities.
“Public official”: party carrying out a public legislative, judicial or administrative function. A public function is an administrative function regulated by norms of public law and by authority deeds. In it, the will of the public function is formed thanks to authority or certification powers.
“Public service officer”: the subject, with any capacity, who carries out a public service, i.e. an activity regulated the same way as civil service but without resorting to any authority and certification powers
“Offence”: offence falling under the decree
“Head”: the subject in charge of one or more corporate functions, as per company organization chart
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CONCERIA MONTEBELLO S.P.A. Ethical Code
1. GENERAL ASPECTS
1.1.
I
NTRODUCTION AND APPLICATION
Conceria Montebello SpA has decided to comply with the requirements of Legislative Decree no.
231 of 8 June 2001, that introduced the administrative responsibility of the body in the legal system should criminal breaches of the law envisaged by the norm occur when committed by people carrying out representative, administrative or management functions, or by other people subject to management or supervision of them, to the advantage or interest of the body.
The company has therefore adopted a series of behavioural norms, both in its internal and external relationship with third parties, to spread the values and principles, commitments and ethical value responsibility the company draws inspiration from and that are regulated by the present Code.
Its circulation and implementation answer the principles in the Decree and therefore have to be considered an essential element of the organisational, management and supervisory model adopted by the company.
1.2.
N
ATURE AND OBJECTIVES OF THE
C
ODE
The objective of the Code is to provide the information based on behavioural norms, their recipients and the responsibility of the latters in the event of violation.
The Code therefore constitutes a set of norms recipients have to comply with while carrying out their activities. Any non-compliant behaviour is neither tolerated, nor allowed and shall be considered activity carried out to damage the Company.
Observance of the Code shall be considered an essential part of the contractual obligations undertaken by the recipients with the Company, within the limits of their compatibility with the laws in place or contractual norms that can be applied.
More specifically, the Company:
Acknowledges legal significance and binding effectiveness to ethical principles, standards
and behavioural principles set by the Code;
Demands the recipients to observe the Code;
Fosters application of the Code in the relationship with its Partners, by adding specific contractual clauses that establish the duty to comply with it;
Pursues the objective of not establishing, nor continuing business relationships with those not sharing or who refuse to observes the principles of the Code;
Creates a specific sanctioning system that ensures effectiveness and efficacy of the Code while undertaking to apply it;
Provides appropriate training and informative support to this end.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
1.3.
R
ECIPIENTS
The Recipients of the Code are the Directors, the employees and the consultants.
The recipients must be familiar with the Code and actively contribute to its implementation and the implementation of the Model, even by reporting possible violations.
The Company shall gradually expand the application of the principles and values expressed by the Code and the norms adopted by the Model to its partners, pursuant to enforceable contractual obligations.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
2. PRINCIPLES AND ESSENTIAL VALUES
It is the company’s wish that all its activities are carried out complying with the principles of respect, fairness, good faith, integrity, transparency and observance of the laws and regulations in place.
The company demands more than just plain observance of the law, regulations and in-house provisions. The recipients are required to adopt a conduct complying with the general principles of an honest and upright behaviour which is deemed correct by others.
All operations, behaviours and relationships, both inside and outside the company draw inspiration from the following essential values:
Legality, honesty and fairness
In no case the Company can justify a conduct contrary to the principles of fairness and legality.
Within its organisation, the company undertakes to promote the circulation and awareness of laws, the Code, the Model and procedures to prevent violation of laws and to respect the rights of all subjects involved in their work and professional activity.
Transparency, good faith and collaboration
Relationships must be established with the utmost transparency, good faith and collaboration.
All information circulated by the company must be complete, transparent, understandable and accurate.
Fairness
The Company shall avoid any form of discrimination and respect the fundamental rights of the people while guaranteeing equal opportunities in its relationships with partners, customers, suppliers, employees, collaborators and third parties in general.
Conflicts of interest
Recipients must avoid running into situations of conflict of interest.
Safety, safeguarding health and work conditions
The physical and moral integrity of the employees and Partners is considered essential. The
Company undertakes to fully comply with the laws in place on safety, sanitation and work health, guaranteeing training and information on possible risks to all those working for it and providing necessary means and individual protection devices. It shall constantly monitor the effectiveness of the system to ensure constant improvement.
The Company deems essential to respect the workers’ rights.
The environment
The Company promotes the respect and safeguard of the environment, actively undertaking to ensure observance with environmental regulations in place, promoting compatible activities and processes through the use of advanced criteria and technologies and adequate management and monitoring systems.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
3. GENERAL BEHAVIOUR PRINCIPLES
3.1.
O
BSERVANCE OF THE LAW
The observance of the law is an essential principle that each employee, consultant and director must observe while carrying out its duties.
Violation of the law is not admissible under any circumstance.
Regardless of the sanctions envisaged by the law, those responsible for a violation shall incur in disciplinary sanctions for not having observed their duties.
Observance of the Code by employees is also required as per art. 2104 of the Civil Code.
3.2.
R
ESPECT
, H
ONESTY AND
I
NTEGRITY
Each employee acknowledges and respects the personal dignity, private life and rights of any individual.
No discrimination against anyone based on nationality, culture, religion, age, disability, race, sexual orientation, nor harassment or sexual insults, whether personal or not, shall be tolerated.
Such principles apply both to relationships inside the Company and with third parties.
3.3.
R
ESPONSIBILITY AND SUBSTANTIATION
All corporate actions and operations must be duly documented in order to ensure verification of the decisional process, their authorisation and implementation. Document support must be extensive and detailed in order to identify who authorised, carried out, registered and checked the operation.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
4. PRINCIPLES AND NORMS OF CONDUCT TOWARDS EXTERNAL PARTIES
4.1.
R
ELATIONSHIP WITH CUSTOMERS
The Company sets up the relationship with the customers in a fair, whole and transparent way, pursuant to the rule of law, the Code and internal procedures.
In their relationship with customers, employees shall not offer, promise, grant or authorise, nor accept money in cash, presents or other form of benefits and/or advantage which may be interpreted as a way to gain special treatment for any activity connected with the Company and which may not be attributed to usual commercial or kindness relationships.
4.2.
R
ELATIONSHIP WITH SUPPLIERS
All processes to purchase goods or services must pursue the maximum competitive advantage for the company, respecting the principles of loyalty and impartiality towards any supplier who must possess the requirements set by law and corporate procedures.
Employees and Directors who purchase goods, commodities and services must:
Check and ensure that every operation is legitimate, authorised, coherent, well documented, registered and that it can be verified in any moment;
Assess the quality, convenience, economic character and conformity of the offers to corporate needs, while respecting the principles of fairness and transparency;
Keep into account professionalism, efficiency and general reliability of the suppliers;
Observe corporate procedures to select and correctly manage relationships with suppliers.
More specifically, when selecting, employees are expected to use objective assessment criteria as per coded and transparent ways that are open to checks;
Check whether suppliers have the means, whether financial, organisational structures, ability, competencies, quality systems and resources appropriate to the needs and image of the company.
All relationships with suppliers must be set to full observance with the law, the principles of the
Code and internal procedures and regulations.
In their relationship with suppliers, employees must not offer, nor accept money in cash, presents or other form of benefits and/or advantage which may not be attributed to usual commercial or kindness relationship or have reasonable value.
4.3.
R
ELATIONSHIP WITH COMPETING COMPANIES
The Company respects norms in terms on fair competition acting in a professional and fair way.
Employees must not gain information on the competition by resorting to industrial espionage, corruption, theft or wiretaps, nor must they deliberately spread false information on a competitor.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
4.4.
R
ELATIONSHIP WITH THE PUBLIC ADMINISTRATION
Relationships with the Public Administration and public institutions are exclusively managed by people authorised by the company.
While carrying out any other activity with the Public Administration or any other body performing a public service, the company must avoid:
promising or paying out direct or indirect contributions in any form and allocating funds and loans to support public subjects, with the exception of what allowed and envisaged by current laws and regulations;
offering employment and/or commercial opportunities which may directly or indirectly benefit subjects members of the Public Administration or their relatives or relatives by marriage.
The Company condemns any behaviour with the purpose of:
gaining from the State, the European Union or any other public body any type of contribution, financial backing, subsidized loan or other allocation of the same kind by means of declarations and/or altered or falsified documents or thanks to omitted information or, more generally, thanks to ploys or frauds including those carried out with IT and computer systems to mislead the distributing body;
allocating contributions, funding or other donation of the same kind from the State or other public body or the European Community to purposes which are different from those they were granted.
4.5.
R
ELATIONSHIP WITH JUDICIAL AND INSPECTING AUTHORITIES
While carrying out its activity the Company operates in a fair and legitimate way collaborating with the judicial authority, the police and any public official or public service officer with supervisory powers and who may carry out investigations against it.
Recipients who may be subject, even personally for facts connected with their work relationship, to investigations or who may be subpoenaed and/or those who may be subject to other judicial measures must promptly inform the watchdog.
4.6.
R
ELATIONSHIP WITH POLITICAL PARTIES AND THE
U
NIONS
The Company may not allocate contributions to finance political parties, committees, public organisations or political candidates in any way.
All relations with political organisations and the Unions are regulated by the laws in place and applicable agreements.
Each employee, consultant and Director who expresses an opinion on political issues can do it in a personal capacity and not on behalf of the company.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
5. PRINCIPLES AND NORMS OF CONDUCT FOR EMPLOYEES AND ON
SAFETY
The Company condemns any form of labour exploitation and ensures the same possibilities and fair treatment based on merit to all employees, preventing any forms of discrimination and pursuing their professional development. The Company pursues legality and observance of the law in all relationships with employees while avoiding to establish non self-employed work relationships with non-residents without residence permit by making sure they meet these requirements.
The company aims to ensure a healthy work environment complying with the regulations in place on safeguarding health, risk prevention, environmental resources safety and safeguard.
To this end, the company undertakes to:
Ensure that compliance with the regulations in place on workers’ safety and health is considered a priority;
Avoid risks for workers in any way and thanks to the evolution of technology, also by choos-
ing less dangerous materials and procedures which reduce risks at the source;
Correctly assess and reduce the impact of inevitable risks thanks to suitable collective and individual safety measures;
Spread and update employee awareness and training making it specific to the task to be carried out;
Ensure workers’ consultation on safety and health in the workplace;
Quickly and effectively see to any safety needs emerged during work activities or during checks and inspections;
Make sure workplaces, equipment, machinery and facilities, work organisation and its operating aspects are carried out to preserve the safety of the workers, the third parties and the community the Company operates in;
Ensure suitability of the workplace and full compliance with accident-prevention norms by third parties where specific working activities may be carried out by the employees, by introducing specific contractual norms;
Favouring pre-emptive actions and investigations and internal inspections to safeguard health and safety to reduce the likelihood of accidents or non-compliance with applicable regulations in place, prescribed and technical norms.
The Company also undertakes to place adequate organisational, instrumental and economic resources at one’s disposal to ensure full compliance with accident-prevention norms in place and ensure continuous improvement of the health and safety of workers in the workplace and improve relevant precautionary measures.
Employees are expected to fully comply with the regulations in place, the principles of this Code and corporate procedures and any other internal disposition envisaged to ensure that safety, health and sanitation in the workplace are observed.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
6. PRINCIPLES AND NORMS OF CONDUCT TO USE CORPORATE ASSETS
Each employee is responsible for what they are entrusted with and that can be used or put at their disposal, to be used in the interest of the Company for work reasons only, as per regulations in place and the corporate articles of association, and in line with the principles stated by the present Code and corporate procedures.
No employee is allowed to create archives, databases, videos or audio using company devices or structures, unless for aims connected with the corporate activity.
Any person authorised to use the IT system is responsible for the safety of the systems they use, is subject to the legal dispositions in place and the conditions of the licensing contracts. They are also expected to use them as per the corporate procedures outlined for this purpose. Use of network connections for purposes different from work falls under improper use of corporate goods and resources.
IT programs not provided by the company are forbidden. Their installation and use is punished.
It is also forbidden to install devices to listen in, block or stop IT communications, as it is forbidden to spread the use of such equipment, devices or programs or carry out wiretappings, obstruction or interruption of IT communications.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
7. PRINCIPLES AND NORMS OF CONDUCT TO MANAGE INFORMATION
Internal corporate information which has not be released to the public must be kept confidential. Information not of public domain got from or about suppliers, customers, employees, agents, consultants and other third parties must also be kept private, as per law and contractual requirements. Therefore such information must not be used for personal purposes, nor must it be wrongfully passed to third parties.
The obligation of confidentiality remains in place even after the work relationship and/or contractual relationships have ceased.
Personal data must be protected from unauthorised access and abuse, even inside the company.
The treatment of personal data is allowed only if its collection, processing or use are necessary for specific, defined and lawful purposes. Furthermore, personal data must be kept in a safe place and precaution must be used when transmitting it.
In no case the collection and transmission of information that incite racial hatred, distortion of violence or other criminal acts or that may contain material deemed to be sexually offensive in the cultural environment is allowed .
Relations with mass media must be kept and managed by subjects specifically authorised by the
Company.
Any action, operation or transaction must be correctly entered in the corporate accounting system as per criteria set by law and by reference accounting principles. In order for accounting to answer requirements of truthfulness, completeness and transparency of the registrations, adequate and full support documentation must be kept for each transaction which allows:
Accurate accounting entry,
Immediate detection of the underlying features and reasons,
Easy formal and chronological reconstruction of the operation,
To check the decisional process, the authorization and execution of the operation.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
8. PRINCIPLES AND NORMS OF CONDUCT ON COMPETITION
Any agreement to split areas, customers or markets among competitors is forbidden. This includes agreements on mutual abstention from stealing customers.
The company fixes its prices regardless of its competitors and based on economic calculations.
Agreements on prices with competitors shall not be permitted in any case. This general ban applies also to single price components like reductions, discounts, extra expenses or minimum prices.
The unilateral disclosure of information to competitors, e.g. on prices, can also be considered illegal restriction to competition and is duly sanctioned. Disclosure of confidential information from the Company is also forbidden from a competitive point of view as is the acceptance and use of such information by competitors. Information subject to the duty of confidentiality is, for example, specific indication of prices, quantity, price difference, difference in the strategic planning of activities, orders, supplies, billing and expected innovation or investments.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
9. PRINCIPLES AND NORMS OF CONDUCT ON MONEY LAUNDERING
The Company condemns any behaviour which may even indirectly help the realization of criminal activities such as money laundering, receiving stolen goods, and the use of money, goods or other benefits of illegal origin and hindering justice. To this end, the Company undertakes to activate all necessary pre-emptive and subsequent control mechanisms (separation of roles, operation traceability, monitoring, etc.).
In no way and under any circumstance the Recipients must:
Receive or accept (or just promise to receive and accept) payments in cash or other unusual ways unless within the limits set by law;
Falsify banknotes, coins, credit cards, revenue stamps and watermarked paper.
Employees must also observe all dispositions envisaged about accounting, entry and reporting which can be applied to cash flows.
Recipients must inform the watchdog of any circumstance envisaged by the Code and the Model which may, even potentially, constitute a crime as outlined above.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
10. PRINCIPLES AND NORMS OF CONDUCT ON CONFLICT OF INTERESTS
Employees have the duty to take decisions in the best interest of the company and not based on personal interest. Employees must avoid all those situations and activities which may conflict with the company’s interests or that may interfere with the capacity to take impartial decisions in the best interest of the company.
Employees are not allowed to carry out activities that may benefit competing companies or to undertake competing activities.
Any situation with a potential conflict of interest must be notified in advance to the Head and the watchdog.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
11. DUTY OF WARNING
Employees, consultants and Directors must directly notify the watchdog of any news on the perpetration, or reasonable belief of perpetration, of the crimes covered by the Model. The Heads have the duty to also inform of the violation of behavioural and procedural norms.
The company protects people who report such activities against any form of retaliation and ensures maximum confidentiality on the identity of such people, except for law obligations and to safeguard the company’s rights and the rights of people accused wrongfully and/or in mala fide.
All notifications must be sent directly to the watchdog in a sealed envelope or emailed to odv@montebello-tannery.it.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
12. VIOLATIONS OF THE ETHICAL CODE
The violation of the obligations in this Code, intended as objection to the violation and non acceptance of the justifications possibly given, results in application of the disciplinary sanctions set by the Model.
Any violation also jeopardises the fiduciary relation with the Company.
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CONCERIA MONTEBELLO S.P.A. Ethical Code
13. COME INTO FORCE AND CHANGES TO THE ETHICAL CODE
The dispositions of the present Code come into force starting from 9th January 2015.
Any update, change or supplement to this Code must be approved by the administrative organism.
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