Robert Bosch S.p.A. (RBIT)
CODE OF ETHICS
APPROVED BY THE BOARD OF DIRECTORS
ON 25 May 2012
TABLE OF CONTENTS
Purpose of the document .............................................................................. 3 1 Field of application and recipients ........................................................... 4 2 Principles ................................................................................................... 5 2.1 2.2 Values ......................................................................................................... 5 Principles of Corporate Responsibility ......................................................... 6 3 Criteria of conduct in managing business ............................................ 10 3.1 General principles ..................................................................................... 10 Conformity with the laws in force ......................................... 10 Conflict of interests .............................................................. 10 Care in commercial transactions ......................................... 10 Contributions and sponsorships .......................................... 11 Confidentiality of information ............................................... 11 External communication ...................................................... 11 Protection of industrial and intellectual property .................. 12 Ban from money laundering operations ............................... 12 Fighting organised crime ..................................................... 13 3.2 Relations with customers .......................................................................... 13 3.3 Relations with suppliers ............................................................................. 15 3.3.1 Selection of suppliers .......................................................... 15 3.3.2 Behavioural styles towards suppliers................................... 15 3.4 Relations with external consultants, agents and other collaborators ........ 17 3.1.1 3.1.2 3.1.3 3.1.4 3.1.5 3.1.6 3.1.7 3.1.8 3.1.9 4 Relations with the Public Administration, guarantors and
supervisory authorities ........................................................................... 18 4.1 4.2 Responsibility for the assumption of commitments ................................... 18 Code of conduct ........................................................................................ 18 5 Relations with other stakeholders ......................................................... 20 5.1 5.2 Shareholders, board of auditors, auditing company .................................. 20 Trade associations, trade unions and political parties ............................... 20 6 Acceptance of gifts and donations ........................................................ 21 7 Administrative management and accounting ....................................... 22 8 Diligence in the use of company resources .......................................... 23 9 Protection of computer tools .................................................................. 24 10 Human resources management policy .................................................. 25 10.1 10.2 10.3 10.4 Staff selection and employment ................................................................ 25 Working relations ....................................................................................... 25 Personnel management ............................................................................ 25 Protection of health and safety at work ..................................................... 26 11 Dissemination and updating of the Code of Ethics .............................. 28 12 Supervising the application of the Code of Ethics ............................... 29 13 Consequences of the breach of the Code of Ethics ............................. 30 Code of Ethics approved on 25/05/2012
Page 2 of 30
Preliminary Remarks
This Code of Ethics sets out to integrate the existing “Code of Business
Conduct” adopted by all companies in the Bosch Group, which maintains
full effect and validity, confirming the general principles of “corporate
ethics” to which Robert Bosch S.p.A. (hereinafter “RBIT” or the “Company”)
attributes a positive ethical value, steering its activities towards a path of
management transparency and ethical correctness.
Within its activities and in carrying out its business, Robert Bosch S.p.A.
bases its actions on the inalienable inspiring principles of compliance with
the laws and regulations of the countries it works in, as well as all internal
regulations, within a framework of legality, correctness, transparency and
respect for personal dignity.
In particular, integrating the aforementioned ”Code of Business Conduct”,
inspired by and in line with the principles laid down therein, in this Code of
Ethics RBIT sets out to clearly and transparently define the values the
Company intends to adhere to as well as the criteria for conduct aiming to
govern its activities, considering the applicable provisions of Italian law.
This Code of Ethics also introduces and binds RBIT to the significant
principles and code of conduct for the reasonable prevention of the crimes
laid down in Italian Legislative Decree no. 231 of 8 June 2001.
Purpose of the document
This Code of Ethics has been drawn up in order to clearly and
transparently define the values and principles to which RBIT inspires, as
well as the criteria of conduct governing its activities, and must be
complied with by everyone who, for any reason whatsoever, cooperates in
the execution of company activities.
A positive image and reputation are essential intangible resources for
running the Company, and are therefore inalienable for complying with the
commitments and ethical goals laid down in this Code.
RBIT undertakes to guarantee the compliance with the ethical and moral
principles of the ”Code of Business Conduct” and this Code of Ethics by all
their recipients and for such purpose the Company shall therefore assure
their dissemination, awareness and use.
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1
Fieldofapplicationandrecipients
Robert Bosch S.p.A. acknowledges the positive ethical value of the
principles and code of conduct laid down in the Code of Ethics (hereinafter
the Code); it also considers the application of the provisions of this
document fundamental and binding for the purposes of the transparency
and legality of all activities connected in any way to the Company.
The principles, code of conduct and behaviour described in this Code are
binding for the Company Bodies and all their members (Directors and
Auditors), for employees (persons linked by a subordinate employment
contract, including management), collaborators (contract workers, interns
and trainees), external consultants, suppliers, customers, agents,
subcontractors and any other collaborators, meaning any subjects who act
in the name of and/or on behalf of the Company according to a mandate or
other contractual relationship, hereinafter collectively referred to as the
“Recipients”.
The Recipients of the regulations laid down in this Code are bound to
comply with the provisions laid down therein and adapt their own behaviour
and actions to the principles expressed herein. For this purpose, the Code
is disseminated as described in paragraph 11.
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Principles
2
2.1 Values
This Code of Ethics aims to detail the fundamental ethical values of RBIT,
described hereafter.
a) Orientation to the future and to profitability
In order to guarantee strong development and long-term business
success for our company, we actively participate in technological
and market evolutions, thereby also assuring for our customers
innovative solutions for the future and, for our collaborators,
interesting employment opportunities. We act and take decisions
oriented to profitability in order to guarantee our growth and financial
autonomy. With our dividends, the Robert Bosch Foundation funds
public utility initiatives.
b) Responsibility
We are aware that our business actions must be in line with the
interests of the company. Our products and services aim above all
to assure the safety of persons, the careful management of
resources and respect for the environment.
The company therefore plans its activities by seeking a balance
between economic initiatives and inalienable environmental needs,
not only in compliance with statutory requirements but also
considering the rights of future generations.
RBIT also undertakes to ensure that its projects, processes,
methods and materials consider the development of scientific
research and the best environmental practices, in order to ensure
the respect of territorial balance, prevent pollution and protect the
environment and the landscape.
c) Initiative and coherence
We act in a pro-active manner, with business responsibility, and are
coherent in the pursuit of our goals.
d) Transparency and trust
We promptly and clearly inform our collaborators, business partners
and funders of any important company developments, laying the
foundations for collaboration based on full trust and therefore
avoiding misleading behaviour that can lead to unfair advantage.
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e) Correctness
Mutual correctness in the collaboration between ourselves and our
business partners is a fundamental premise for our success.
f) Reliability, credibility and legality
We promise only what we are able to maintain, for us promises are
a commitment and we comply with regulations and the law.
The members of the Company Bodies, employees and collaborators
are committed to diligently executing their professional tasks,
working in the interests of the company, pursuing the objectives of
effectiveness and efficiency, fully aware in any case that ethics
represent a priority interest for RBIT and that therefore behaviour
that, even abstractly appearing to promote the Company, is found to
be in contrast to any statutory regulations or this Code of Ethics, will
not be tolerated.
g) Cultural plurality
We acknowledge our own regional and cultural origins, and at the
same time appreciate the plurality of cultures as an additional
heritage and an assumption for our success in the world.
2.2 Principles of Corporate Responsibility
At Bosch, the assumption of responsibility towards society and the future
generations is a long-standing tradition. In his own time, Robert Bosch, a
true pioneer, introduced social programmes for his collaborators and their
families, and worked hard in social initiatives, even beyond his own
business activities. Today, the Robert Bosch Foundation supports the
protection of health, understanding among populations, social well-being,
training and education, art, culture and science.
Pursuing its economic objectives while assuring the right consideration for
social factors and environmental protection is a priority for Robert Bosch
S.p.A.. We are aware that our business actions must be in line with the
interests of the company. Our products and services aim above all to
assure the safety of persons, the careful management of resources and
respect for the environment.
In the following statement, the Board of Management of Robert Bosch GmbH and the employee representatives
confirm their support of the joint principles of corporate responsibility.
The principles outlined below derive from the basic conventions of the
International Labour Organisation (ILO).
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a) Human rights
We respect and support compliance with the internationally recognised human rights, in particular
those of our collaborators and our business partners.
b) Equal opportunities
We protect the equal opportunities of our collaborators, whatever
the colour of their skin, their race, sex, age, citizenship, social
origins, handicap or sexual habits. We respect the political and
religious beliefs of our collaborators provided they are based on
democratic principles and the tolerance of different opinions.
c) Integration of disabled persons
In our vision, the disabled hold the same rights as all members of
society and professional life. Supporting them in their integration in
the company, and working with them in a cooperative climate, are
essential principles of our business culture.
d) Free choice of employment
We refuse all forms of forced labour and respect the principle of free
choice of employment.
e) Children's rights
We condemn child labour and respect children's rights. All
companies in the Bosch Croup comply with ILO conventions 138
and 182.
f) Trade union relations
We recognise the fundamental right of all collaborators to join trade
unions of their own free will. Collaborators shall be neither penalised or
favoured by their membership of trade unions.
We respect the right to collective bargaining to govern working
conditions according to the respective statutory laws, provided these
are in line with ILO convention no. 98, and together with our partners
we seek to collaborate constructively and with mutual trust and
respect.
g) Correctness of working conditions
Salaries and social benefits reserved for our collaborators correspond
at least to the national or local legal standards, provisions and relative
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agreements. We respect the provisions of ILO convention no. 100
concerning the principle of "equal pay for work of equal value“. We
comply with national regulations concerning working hours and
holidays.
Every collaborator is able to complain to his superior or relative
management in the event of feeling incorrectly or unequally treated in
terms of working conditions. Collaborators shall not be penalised for
making any such claims.
h) Protection of work and health
Safety at work and the physical well-being of our collaborators is a high
priority for us. Bosch complies at least with the national work safety
and hygiene standards, and in this area takes all measures to ensure
the health and safety of its collaborators in the work place, in order to
guarantee working conditions that are not harmful to the health.
i) Qualification
We encourage our collaborators to undertake training in order to
develop their skills and knowledge and broaden and further study their
own specific professional competencies.
j) Environment
We boast a long-standing tradition of commitment to safeguarding and
protecting the environment. We also strive to further improve the living
conditions in our sites. Our principles mirror our responsibility towards
the environment and underlie many initiatives that are implemented
throughout the Group.
k) Implementation
Our aim is to implement these principles throughout the Bosch Group.
These principles will be included in the “Bosch Group Quality,
Environment and Safety Management System Manual”. The
Management of the Divisions, Branches and Associates and
Production Units are responsible for their concrete implementation.
Bosch will not use the collaboration of suppliers who have repeatedly
demonstrated violations of the basic labour conventions of the ILO.
After consultation with the respective workers' representatives, they will
inform collaborators appropriately of the contents of the aforementioned
principles.
They will examine any claims concerning the possible violation of the
aforementioned principles; the necessary measures will be discussed and
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implemented by the respective Management and workers' representatives.
The Executive Committee of the Europa Committee of the Bosch Group
will be informed of any complaints that cannot be resolved satisfactorily at
national level. If required, the concrete implementation of this statement
will be discussed during the meetings between the Board of Management
and the Europa Committee.
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3
Criteriaofconductinmanagingbusiness
3.1 General principles
3.1.1 Conformity with the laws in force
In executing its activities, RBIT acts in compliance with the laws and
regulations in force in all countries it works in, including, for example, tax
and fiscal law, laws and regulations governing money-laundering, worker
health and safety, the environment, industrial and intellectual property,
competition, antitrust and consumer protection.
It demands from the Recipients of this Code the compliance with this
provision, as well as conduct that does not prejudice their moral and
professional reliability.
3.1.2 Conflict of interests
The Company bodies, Employees and Collaborators must ensure that all
business decisions are taken in the interests of the company, in line with
the principles of correct company and business management. They shall
therefore avoid any situations and activities which could imply a conflict of
interest between personal or family economic activities and the roles
covered, which may interfere with or affect the ability to make decisions
impartially or objectively (for example employees must be prevented from
pursuing interests other than those of the company or taking personal
advantage of any of the company's business opportunities or pursuing a
personal interest using their position in the company).
Recipients shall therefore avoid all abuse of their own position with the aim
of obtaining unfair advantage for themselves or others.
Any situation of even potential conflict of employees or collaborators must
be promptly notified in detail to the appointed company
functions/departments, and the person in conflict must abstain from
carrying out or participating in any acts that could prejudice the company
and/or its image. Any conflict of interest of the members of the company
bodies must be notified in conformity with the applicable corporate
governance regulations.
3.1.3 Care in commercial transactions
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In commercial transactions, particular care is required when receiving or
spending coins, notes, bills of exchange and values generally, in order to
avoid the risk of circulating counterfeit money on the market.
3.1.4 Contributions and sponsorships
RBIT may support requests for contributions and sponsorships for activities
concerning social, environmental, sporting, cultural or artistic issues,
provided that these come from non-profit organisations with regular articles
of association and deeds of establishment, in compliance with the internal
regulations of the Bosch Group and with the required internal
authorisations.
The company in any case takes great care, when supporting such
initiatives, to prevent potential personal or corporate conflicts of interest.
Sponsorships are permitted only following the definition of specific
agreements and having verified the honourability of the recipient and the
promoted event/initiative.
3.1.5 Confidentiality of information
The Company ensures the confidentiality of the information in its
possession and abstains from seeking reserved information, without
prejudice to cases of express authorisation and in conformity with the
statutory provisions.
It furthermore undertakes to protect the data acquired, stored and
processed as part of its management activities, in full compliance with the
Privacy laws.
Any investigation of the ideas, preferences, personal tastes and generally
the private life of employees and collaborators is strictly forbidden.
Personal data will in any case be processed following receipt of the
express consent of the interested party, issued following the specific
information note and in application of the relative statutory provisions.
Moreover, in particular, employees, collaborators and consultants are
required to not use any information acquired in the execution of their
activities for any purposes other than those linked to the specific exercising
of their activities.
3.1.6 External communication
In addition to the confidentiality provisions, external communication and
disclosure (also through the mass media) of any news, information or data
concerning the company is bound to the compliance with the right to
information and is reserved exclusively for the appointed company
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functions; under no circumstances shall false or misleading information or
comments be disclosed.
All communication activities shall comply with laws, regulations and
professional codes of conduct and shall be carried out clearly,
transparently, promptly and accurately.
All forms of pressure or the use of favouring behaviour towards
communication bodies must be avoided.
To guarantee completeness and coherence of information, the relations
between RBIT and the mass media may be held exclusively with the
coordination of the appointed functions and carried out by designated
spokespersons.
3.1.7 Protection of industrial and intellectual property
The Company acts in full compliance with industrial and intellectual
property rights of third parties, as well as the laws, regulations and
conventions protecting such rights both at European and/or international
level.
In this regard, all Recipients of this Code of Ethics shall comply with the
legitimate industrial and intellectual property rights of third parties and shall
abstain for the unauthorised use of such rights, aware that the violation of
such rights may have negative consequences for the Company.
In particular, in exercising their activities, employees and collaborators
shall abstain from any conduct which could constitute the encroachment of
industrial property rights, the alteration or counterfeiting of distinctive marks
of national or international industrial products, patents, drawings or
industrial models, and shall abstain from importing, selling or in any case
using or otherwise putting into circulation industrial products with
counterfeited or altered distinctive marks or by encroaching on industrial
property rights.
All Recipients of this Code of Ethics must abstain from illegally and/or
improperly using, in their own interests or in the interests of the company
or third parties, any intellectual property (or part thereof) protected by the
copyright laws.
3.1.8 Ban from money laundering operations
Recipients must never carry out or be involved in any activities that may
imply laundering (receipt or processing) or income from any form of
criminal activities, strictly complying with the money laundering laws.
Employees and collaborators must check all available information
(including financial information) on their commercial counterparts,
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consultants and suppliers, in order to ascertain the moral integrity,
respectability and legitimacy of their activities prior to establishing business
relations with them.
The company must always ensure the application of national and
international laws fighting organised crime and money laundering in all
competent jurisdictions.
The company bodies, employees and collaborators of RBIT are bound to
strictly comply with the laws, policies and company procedures in any
economic transaction, even within the group, that they may be involved in,
ensuring the full traceability of incoming and outgoing financial flows and
the full compliance with money laundering laws.
3.1.9 Fighting organised crime
The Company strongly condemns and fights, using all available
instruments, all forms of organised crime, including mafia crimes.
Particular care shall be used by the Recipients of this Code of Ethics who
may find themselves working in geographical areas in Italy or abroad that
are historically affected by organised crime, in order to avoid the risk of
criminal infiltration.
Particular efforts shall be made by Robert Bosch S.p.A. to check the
requirements of honourability and reliability of any commercial
counterparts, including suppliers, agents, consultants, subcontractors,
customers and partners (also involved in joint ventures). This attention will
be paid both prior to establishing relations and during the course thereof,
through the request of the information required to establish the moral
integrity, respectability, reliability and legitimacy of the activities
implemented.
3.2 Relations with customers
Satisfaction of customer demands and the establishment of constructive
relations represent fundamental objectives.
The Company undertakes to satisfy its customers impartially, in
compliance with contracts and set quality standards, with the utmost
professionalism, availability, courtesy and collaboration, in order to ensure
the provision of the highest possible service.
RBIT also undertakes to ensure that advertising does not contain
statements or images which, directly or indirectly, by omission, ambiguity
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or excessive emphasis may mislead the purchaser, above all in terms of
the safety, nature, composition, suitability, recognition and official approval
of the products.
Within the field of customer relations, the Company Bodies, employees,
agents and collaborators of the Company are bound to:

Develop and maintain favourable and long-lasting relations, based on
maximum efficiency, collaboration and courtesy;

Respect the commitments and obligations taken towards them;

Provide accurate, complete, truthful and timely information in order to
allow customers to make aware decisions;

Ask the customers to comply with the principles of this Code of
Ethics;

Work within the applicable laws and demand compliance therewith;

Specifically comply with the provisions of paragraph 4, if the
customers are from the Public Administration.
Referring particularly to contractual relations with customers, contracts and
correspondence must be:

Drawn up in clear and simple terms, formulated in a language that is
as close as possible to that used by the counterparts (for example,
avoiding clauses that are comprehensible to experts only, illustrating
all costs clearly);

Compliant with all statutory laws, without recourse to misleading or
improper practices (such as for example the inclusion of practices or
clauses that are vexatious to consumers);

Complete, in order to avoid the neglect of any element that may be
important for the customer's decision-making process.
The purposes and recipients of correspondence determine the choice of
the most appropriate channels for the transmission of their contents, on a
case-by-case basis, without the use of excessive pressure or solicitation,
undertaking not to use misleading or untruthful advertising methods.
Finally, the Company is responsible for promptly notifying all information
concerning:

Any modifications to the general conditions of contract;

Any variations in the financial and technical conditions of the
provision of services and/or the sale of products;

Outcomes of checks carried out in compliance with the standards
laid down by the authorities.
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It is forbidden for the recipients of this Code of Ethics to be involved in any
sale of products or services that may mislead the final customer over the
quantity, quality, origin and provenance of the products/services offered.
3.3 Relations with suppliers
3.3.1 Selection of suppliers
The choice of suppliers and the purchase of goods and services are
carried out by the appointed company functions based on objective
evaluations
concerning
competencies,
competitiveness,
quality,
correctness, respectability, reputation and price.
In particular, the collaborators of the Company involved in these processes
are bound to:

Not exclude any supplier in possession of the requirements from the
possibility to compete in the preparation of offers, adopting
objective, documentable criteria for the selection of groups of
candidates;

Check the existence of the suppliers' reliability and honourability
requirements prior to establishing contractual relations with them,
and the maintenance of such requirements throughout the
contractual relations;

Avoid all types of discrimination of suppliers located in areas at risk
of organised crime, if such suppliers demonstrate the required
reliability and honourability requirements;

Ensure sufficient competition for all tenders.
Within the field of evaluation of supplier requirements, for the purposes of
qualification, the requirements considered by RBIT will include the
following: honourability and reliability, also in terms of the appropriately
documented disposal of technical and financial means, organisational
structures, project resources and capacities, know-how, etc.
3.3.2 Behavioural styles towards suppliers
Purchasing processes are based on the search for the best possible value
for the Company, the granting of equal opportunities for all suppliers; they
are also based on pre-contractual and contractual behaviour founded upon
indispensable and mutual loyalty, transparency and collaboration.
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In any case, if in carrying out his activities the supplier adopts behaviour
that is not in line with the general principles of this Code, RBIT may
legitimately take the necessary measures to preclude any future
opportunities for collaboration.
The suppliers of the Company must ensure working conditions for their
employees based on the respect for fundamental human rights,
international conventions and the laws in force.
In particular:

The use of child labour is strictly forbidden and considered wholly
unacceptable. The age of workers involved in production must not
be less than the minimum legal age established in each country.

The exploitation of child or adult labour, the use of forced labour,
physical or mental abuse and corporal punishment are deemed to
be wholly unacceptable and will lead to the immediate suspension
of all relations with the supplier;

Salaries and benefits granted to production workers must comply
with local legislation, laws and be aligned with the provisions of the
relative international conventions.

Suppliers must ensure that all forms of production are carried out
using processes that in any case appropriately safeguard the health
of workers and are suited to the production processes effectively
used.
Suppliers are also bound to transmit this Code of Ethics to their subsuppliers.
Within the field of supplier relations, the company bodies, employees and
collaborators are bound to:

Establish efficient, transparent and collaborative relations and
maintain an open and frank dialogue in line with the best
commercial practices;

Obtain the collaboration of suppliers in constantly ensuring the most
convenient relationship between quality, cost and delivery times;

Demand the application of the established contractual conditions;

Require suppliers to comply with the principles of this Code of
Ethics and include specific clauses in this sense in the contracts;

Work within the applicable laws and demand compliance therewith.
In particular, the signing of a contract with a supplier must always be based
on extremely transparent relations, avoiding where possible all forms of
dependency. This includes, but is not limited to:
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
Usually, long-term binding projects with short term contracts
requiring continuous renewals and price revisions, or consulting
contracts without the appropriate transfer of know-how, etc. must be
avoided;

It is not deemed correct to induce a supplier to sign a contract that is
not favourable to him by allowing him to presume that a subsequent,
more attractive contract, will follow.
To guarantee the utmost transparency and efficiency of the purchasing
process, all documentation supporting the choices made in purchasing and
supply contracts, including all official documentation relating to tenders for
the periods laid down by the laws in force, must be duly archived.
3.4 Relations with external consultants, agents and other
collaborators
Given the general principles laid down concerning supplier relations
(including selection activities), it is specified that in relations with external
consultants and other collaborators, the Company bodies, employees and
other collaborators are bound to:

Carefully assess the opportunity to use the services of external
consultants and collaborators and the select counterparts with
appropriate professional qualifications and reputation;

Establish efficient, transparent and collaborative relations and
maintain an open and frank dialogue in line with the best
commercial practices;

Obtain the cooperation of external consultants and collaborators for
constantly ensuring the best value for money;

Demand the application of the established contractual conditions;

Require external consultants and collaborators to comply with the
principles of this Code of Ethics and include specific clauses in this
sense in the contracts;

Work within the applicable laws and demand compliance therewith.
The same principles must also be complied with in relations with agents.
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4 Relations with the Public Administration,
guarantorsandsupervisoryauthorities
4.1 Responsibility for the assumption of commitments
The assumption of commitments and the management of all kinds of
relations with the Public Administration, in its widest acceptation, including
the public administration of foreign countries, as well as all subjects who
may be qualified as such according to the legalisation in force and current
legal and doctrinal interpretations, subjects appointed to carry out public
services and private bodies appointed to carry out public services, and
private parties subject to public law, are the responsibility solely of the
appointed company functions and authorised staff, in strict compliance with
the legal provisions in force and all applicable regulations.
The same provisions apply to relations with guarantors and supervisory
authorities.
4.2 Code of conduct
To avoid compromising the Company's integrity and reputation, contacts
with the Public Administration, guarantors and supervisory authorities must
be monitored and documented.
In their relations with the Public Administration and guarantors and
supervisory authorities, the involved parties are bound to the utmost
transparency, clarity and correctness in order to establish relations based
on the highest forms of professionalism and collaboration.
The following apply to relations with persons from the public administration,
guarantor and supervisory authorities:

All forms of active and passive corruption, collusive behaviour of
any form whatsoever, are strictly forbidden in relations with these
persons:
o For the request and management of authorisations,
permits and/or concessions for the implementation of
company activities,
o During inspection and verification activities,
o During any kind of accounting activities,
o In the conclusion of any commercial transactions;

It is not permitted to offer money or any kind of advantage or to offer
commercial favours to persons from the Public Administration (even
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in countries in which donations and gifts are commonplace), or their
relatives, unless of a modest value and given in compliance with
company procedures and in any case following the express
authorisation of the Company bodies and competent company
functions, and provided in any case that it cannot be interpreted in
any way as a tool for influencing them in the execution of their
duties (to act or omit to act in a given way), to receive illegal favours
and/or obtain unfair advantage.
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5 Relationswithotherstakeholders
5.1 Shareholders, board of auditors, auditing company
The Company undertakes to provide its shareholders with accurate,
truthful and timely information and to improve the conditions for their
participation in company decisions, in full compliance with the laws in force
and the company articles of association.
In their relations with members of the Board of Auditors and the auditing
company, the involved persons are bound to full transparency, clarity and
correctness in order to establish relations based wholly on professionalism
and collaboration; the relations are established and information supplied
under the supervision and coordination of the appointed company
functions.
5.2 Trade associations, trade unions and political parties
RBIT does not contribute in any way to the funding of political parties,
movements, committees or trade union organisations, representatives or
candidates.
It abstains from all behaviour aiming to exercise direct or indirect pressure
on political figures.
The Company may cooperate even financially with non-political
associations on specific project, complying with the following criteria:

Purposes linked to the Company activities;

Clear and documented destination of resources;

Express authorisation from the functions within the Company
appointed to manage such relations.
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6 Acceptanceofgiftsanddonations
It is not permitted to make any direct or indirect donation of money, gifts or
benefits of any kind whatsoever to managers, officers or employees of
customers, suppliers, external consultants, in order to influence then in the
execution of their duties and/or gain unfair advantage, or which may even
merely be interpreted as exceeding standard commercial practice or
courtesy, or in any case aiming to acquire favourable treatment in the
execution of any activities which may be linked to the Company.
Acts of commercial courtesy may be permitted provided they are of modest
value and in any case such as to not compromise the integrity or reputation
of one of the parties, or such that may be interpreted by an impartial
observer as aiming to acquire unfair and/or improper advantage.
It is forbidden for Company bodies, employees and collaborators to accept,
even during holidays and celebrations, for themselves or for others, gifts or
other benefits, with the exception of gifts of modest value and/or
attributable to normal, correct and courteous relations, which in any case
do not compromise the integrity or reputation of one of the parties and
cannot be interpreted by an impartial observer as aiming to acquire unfair
and/or improper advantage.
Any employees who, independently of their own will, receive gifts or other
benefits that are not of a modest value or are in any case in contrast to the
provisions laid down above, shall promptly notify the Company in writing
and act in line with the provisions laid down concerning gifts and
donations.
Recipients may not make gifts, donations or sponsorships that do not
correspond in amount and/or beneficiary to the provisions formally defined
and authorised according to the system of powers and proxies laid down in
the Company and according to the instructions given in the company
procedures.
Concerning relations with the Public Administration, guarantors and
supervisory authorities, please refer to the provisions of paragraph 4.2.
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7
Administrativemanagementandaccounting
Robert Bosch S.p.A. complies with the law and, in particular, with the
regulations in force concerning the production of financial statements and
all kinds of statutory administrative and accounting documents.
The accounts must be maintained accurately, completely and promptly, in
compliance with the company accounting procedures, in order to ensure
the truthful representation of the company's equity and financial situation
and its management activities.
All RBIT actions and operations must therefore be correctly recorded,
authorised, verifiable, legitimate, coherent and congruous.
Accounting is based on the generally accepted accounting principles and
systematically records the events deriving from the management of each
single company.
For this purpose, all company functions are bound to provide full
cooperation to ensure that management deeds are correctly and promptly
represented in the company accounts, guaranteeing the completeness and
clarity of the information provided, as well as the correctness and accuracy
of the processed data.
Each accounts entry that reflects a company transaction must be
supported by appropriately filed documentation. This document must
assure the identification of the reason for the operation that generated the
accounts entry and relative authorisation. The supporting documents must
be easily retrievable and filed using appropriate criteria that allow their
easy consultation by both internal and external control bodies.
In particular, both internal and external auditors must have free access to
the data, documents and information needed to carry out their activities. It
is expressly forbidden to prevent or hinder the execution of any control or
audit activities legally permitted to shareholders, other company bodies or
the appointed auditing company.
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8
Diligenceintheuseofcompanyresources
The Company bodies, employees and collaborators are bound to work with
the necessary due diligence to protection company resources, avoiding
improper use which may cause damage or reduce the efficiency or in any
case be in contrast with the interests of Robert Bosch S.p.A.
For the purposes of this principle, company resources refer to:

Instrumental goods and consumables owned by RBIT;

Third party property obtained by concession, loan or loan for use;

Computer devices and applications for which strict compliance with
the company security policies are required, in order to avoid
compromising the functionality, processing capacity or integrity of
data.
The use of company resources (including premises and equipment) is not
permitted for personal use or interests of any kind.
All use of company resources in contrast with the laws in force is
forbidden, even if from such use an interest or advantage for the Company
may abstractly be derived.
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9
Protectionofcomputertools
The Company bodies, employees and collaborators must strictly comply
with the procedures and policies laid down by the Company concerning
computer security and must use the company resources – including
personal computers, telephone and other communication tools – in
compliance with the aforementioned procedures and policies, avoiding all
behaviour which may compromise the functionality and protection of the
company computer system.
It is not permitted to alter the operation of a company remote or computer
system or any data or information contained therein in any manner, or to
tamper with programmes or archives, for any purpose whatsoever.
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10
Humanresourcesmanagementpolicy
10.1Staff selection and employment
The evaluation of new staff is done on the basis of the correspondence of
the candidate profiles with the required positions and company needs, in
compliance with the rules of equal opportunities for all stakeholders.
The information requested is strictly linked to the verification of the aspects
listed in the professional profile and psychological and skills test,
respecting the private life and opinions of the candidate.
In the limits of the available information, the staff selection function takes
all appropriate measures to avoid favouritism, nepotism or any form of
clientelism during staff selection and employment. Selection staff are
bound to declare the presence of any relatives or persons with whom they
have or have had any kind of professional or personal relations among the
candidates.
10.2Working relations
Staff are hired with valid legal work contracts; illegal forms of employment
are not tolerated. On establishment of the employment relations, each
worker receives accurate information concerning:

A job description listing the function and tasks to be carried out;

Regulatory and salary-related elements, as governed by the
national collective bargaining contract;

Rules and procedures to be adopted in order to avoid potential
health risks associated with the working activities.
This information is presented to the worker in order to ensure that the
acceptance of the position is based on full and effective understanding of
the job.
10.3Personnel management
The Company avoids all forms of discrimination towards its employees and
collaborators, ensuring equal opportunities for employment and career
progress.
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Within the staff management and development processes, as well as
during selection, the decisions taken are based on the correspondence
between the expected profiles and the profiles of employees and
collaborators (for example in the case of promotion or transfers) and/or
considering merit (for example, the use of results-based incentives).
Access to roles and appointments is also established considering
competencies and skills; moreover, compatibly with general work
efficiency, those flexibilities that facilitate the management of maternity,
paternity and childcare are generally privileged.
Staff assessment is carried out on a broad documented basis, involving the
managers, staff function and, where possible, the parties holding relations
with the assessed person.
10.4Protection of health and safety at work
Robert Bosch S.p.A. undertakes to disseminate and consolidate a culture
of safety, developing the awareness of the risks and knowledge of and
compliance with the regulations in force concerning prevention and
protection, promoting and demanding responsible behaviour by all
employees and collaborators – as well as any subcontractors, for their
relative areas of competency – and working to preserve and improve
working conditions, worker health and safety above all through preventive
actions.
Company activities must be carried out in full compliance with the
applicable prevention and protection regulations, particularly concerning
the provisions laid down in the specific applicable prevention laws;
operational management must refer to advanced environmental protection
and energy efficiency criteria, pursuing the improvement of health and
safety conditions at work, also - but not only - for the reasonable
prevention of manslaughter or culpable personal injury caused in breach of
the health and safety at work regulations.
The principles and fundamental criteria guiding RBIT's health and safety
decisions aim to:

Prevent risks;

Assess the risks that cannot be avoided;

Fight risks at their source;

Adapt work to man, in particular concerning the design of work
stations and the choice of work and production methods and
equipment, in particular to reduce monotonous, repetitive tasks which
may affect the health;

Consider the state of the art in technical areas;
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
Replace anything hazardous with something that is not, or is less so;

Plan prevention, targeting a coherent system that incorporates the
techniques, organisation and conditions of work, social relations and
the influence of working environment factors;

Give priority to collective prevention measures over personal
protection measures;

Provide appropriate instructions to workers.
The Company also undertakes to guarantee the protection of working
conditions in terms of the physical and mental well-being of workers and
the respect of their moral personality, to prevent unlawful conditioning or
undue discomfort.
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11
DisseminationandupdatingoftheCodeofEthics
Robert Bosch S.p.A. undertakes to promote and guarantee the appropriate
knowledge of the Code of Ethics, disseminating it to Recipients using
specific effective and appropriate information and communication activities.
It should be noted in particular that this Code of Ethics is published on the
Company website.
With a view to ensuring that all employees and collaborators perfectly
understand this Code, the human resources function shall do its utmost to
promote the dissemination of contents and knowledge as well as the full
understanding of the principles and ethical standards.
Robert Bosch S.p.A. also undertakes to update the contents in the event of
any modifications to the context, reference standards, environment or
company organisation that make it appropriate or necessary.
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12
SupervisingtheapplicationoftheCodeofEthics
The Company identifies the Supervisory Body as the institutionally
appointed body to monitor and supervise the compliance with this Code of
Ethics.
The individual company functions shall however ensure that within the
RBIT organisation and in the behaviour of all parties holding relations with
RBIT, the Code of Ethics is complied with, reporting any breach and/or
taking the relative measures according to the position of responsibility.
The Supervisory Body in particular has the task of:

Monitoring the initiatives
understanding of the Code;
concerning
the
knowledge
and

Supervising the effective application of the Code, with the support of
the competent company functions, checking the coherence of the
concrete behaviour of individuals with the principles, regulations and
general standards of behaviour laid down in the document;

Suggesting any modifications, updates and integrations required for
the review of the Code;

Receiving and analysing reports of breach of the Code;

Drawing up proposals concerning the adoption of sanctions in the
event of proven breach of the Code of Ethics;

Providing any clarifications required over the interpretation or
application of the Code of Ethics.
The e-mail address presidenteodv@it.bosch.com can be used to report
breaches or suspected breaches of the Code of Ethics.
Such reports must be sufficiently precise and circumstantiated, and
traceable to a definite event or area. The Supervisory Body guarantees
the confidentiality of the authors of the reports, in order to avoid all forms of
retaliation, discrimination or penalisation.
The Supervisory Body will assess the reports received in an independent,
responsible manner, carrying out investigations also by interviewing the
author of the report and/or the person accused of the presumed breach,
motivating the reason for any autonomous decision to not proceed in
writing.
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13 ConsequencesofthebreachoftheCodeofEthics
The behavioural riles laid down in the Code represent a founding reference
that the Recipients must use in all relations with stakeholders, of whom the
Public Administration holds primary importance.
The compliance with the regulations laid down in the Code of Ethics must
be deemed an essential part of the contractual obligations of all
employees, pursuant to and by effect of the applicable regulations. Any
breach of the rules of the Code of Ethics may constitute a breach of the
primary obligations of the employment contract or a disciplinary offence,
implying all legal consequences, including possible dismissal, and may
lead to action for any damages deriving therefrom.
The Company undertakes to coherently, impartially and uniformly plan and
deliver sanctions in proportion to the respective breach of the Code of
Ethics and in compliance with the statutory provisions concerning
employment contracts.
For all other Recipients with whom the Company holds contractual
relations, the breach of the Code of Ethics may represent the breach of
contractual obligations, with all legal consequences, including possible the
termination of the contract and/or appointment and may lead to action for
any damages deriving therefrom.
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