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CODE OF ETHICS
ex D. Lgs. 231/2001
INTRODUCTION
ITWAY SpA(hereinafter “ITWAY” or the “Company”) adopted its Code of Ethics on 3 August 2006 following the entry into force of Legislative Decree 8 June 2001, no. 231 which explicitly introduced, in the Italian legal system, the liability of Entities, for administrative offenses depending on a crime.
In light of the subsequent innovations and regulatory additions that occurred following the approval of the aforementioned Code of Ethics – compliance with which is of fundamental importance for the proper functioning, reliability, reputation of ITWAY, as well as to avoid any involvement of the latter in the ” possible carrying out of criminally relevant conduct by its employees – the Company has decided to proceed with its constant updating.
All ITWAY activities must be carried out, in compliance with the law, with honesty, integrity and good faith, respecting the rights of third parties, employees, shareholders, commercial and financial partners and in general of anyone involved in ITWAY’s activity. .
All those who work for ITWAY, without distinction and exception, are committed to observing and enforcing these principles within the scope of their duties and responsibilities.
ITWAY undertakes to promote awareness of the Code of Ethics by internal staff and other Stakeholders.
In any case, the Company carefully monitors compliance with the Code of Ethics, providing adequate tools and procedures for information, prevention and control and ensuring the transparency of the operations and behaviors put in place, intervening, if necessary, with corrective actions.
The Code is brought to the attention of all those with whom ITWAY has relations.
In no way can the conviction of acting to the advantage of ITWAY justify the adoption of behaviors in contrast with these principles or with the ethical rules set out below, as well as with the internal procedures / regulations that govern all company activities.
GENERAL PROVISIONS
Article 1
1. This version of the Code of Ethics (hereinafter the “Code“) was approved by the Administrative Body on 13.11.2020and constitutes an official document of the Company.
2. The principles and provisions of this Code constitute exemplary specifications of the general obligations of diligence, correctness and loyalty, which qualify the fulfillment of work performance and behavior in the workplace.
3. The principles and provisions of the Code are binding for Directors, for all persons linked by subordinate employment relationships with ITWAY (“Employees“) and for all those who work for ITWAY, whatever the relationship, even temporary, which binds them to the same (“Collaborators“). The Directors, Employees and Collaborators are hereinafter jointly defined as “Recipients“.
4. The Code will be brought to the attention of third parties who receive assignments from ITWAYor who have stable or temporary relationships with it.
1. The Company informs all Recipients of the provisions and application of the Code, recommending compliance with it.
2. In particular, ITWAY provides, also through the designation of subjects to whom they will be attributed, by means ofspecific deeds, specific internal functions:
With regard to the Collaborators, the Company also proceeds to:
3. Any application doubts connected with this Code must be promptly submitted and discussed with the Supervisory Body.
1. Each Recipient carries out his work and performance with diligence, efficiency and fairness, making the best use of the tools and time at his disposal and assuming the responsibilities related to the obligations, in compliance with current legislation, as well as with procedures and skills established by ITWAY.
2. Recipients, also in compliance with current legislation, must refrain from engaging in conduct contrary to the provisions contained in the Code.
3. It is the task of the heads of the individual ITWAY offices and departments to make their subordinates, colleagues and collaborators understand the importance of respecting the provisions contained in the Code and to direct them to the necessary observance and implementation.
1. All the actions and operations carried out and the behaviors held by each of the Recipients in the performance of the function or assignment, are inspired by legitimacy under the formal and substantive aspect, according to the laws in force, regulations and internal procedures, as well as fairness, cooperation, loyalty and mutual respect.
2. Recipients do not use information, goods and equipment at their disposal for personal purposes in carrying out their function or assignment.
3. ITWAY Employees must refrain from competing with those of the latter, respect the company rules and abide by the precepts of this Code, the observance of which is also required pursuant to and for the purposes of art. 2104 of the civil code[1].
4. Each Recipient does not accept, nor make, for himself or for others, pressure, recommendations or reports, which could harm ITWAY or undue advantages for themselves, for ITWAY or for third parties; each Recipient also rejects and does not make undue promises and / or offers of money or other benefits, unless the latter are of modest value and not related to requests of any kind.
If the Recipient receives an offer or a request for benefits from a third party, except for gifts of commercial use or of modest value[2], he does not accept said offer, nor does he adhere to said request and immediately informs his immediate superior or the person to whom he is required to report for appropriate initiatives.
1. Recipients are required to diligently comply with the laws in force in all the countries in which ITWAY operates, the Code and internal regulations. In no case can the pursuit of ITWAY’s interest justify conduct that is not honest and does not comply with current legislation and this Code.
2. Recipients are required to comply with company operating procedures and internal regulations.
1. The Company requires the most rigorous observance of the discipline that regulates the conflict of interest contained in laws and regulations.
2. The Recipients pursue, in carrying out their activities and / or assignments, the objectives and general interests of ITWAY, in compliance with current legislation and this Code.
3. The Recipients inform without delay, taking into account the circumstances, their superiors or contact persons of the situations or activities in which they could be holders of interests in conflict with those of ITWAY (or if these interests are joint immediate holders) and in any other in the event that there are relevant reasons of convenience. The Recipients respect the decisions made by ITWAY in this regard, refraining, in any case, from carrying out operations in conflict of interest.
In particular, each director is obliged to disclose to the other directors as well as to the Board of Statutory Auditors any interest, on his own behalf or on behalf of third parties, he has in a specific transaction by the company on which he is called to decide. Said communication must be precise and punctual or must specify the nature, terms, origin and extent of the interest itself: it will then be up to the Board of Directors to assess the conflict with the interests of the company.
In the event of a conflict of interest of the chief executive officer, the latter is required to abstain from the transaction on which, by virtue of his powers, he is called to decide, submitting all assessments and decisions on the matter to the Board of Directors.
1. The Recipients ensure the utmost confidentiality in relation to news and information constituting the company assets or relating to ITWAY’s activity, in compliance with the provisions of the law, the regulations in force, this Code and internal procedures.
2. ITWAY undertakes to protect information relating to employees, directors and all those who work for the Company, generated or acquired within the corporate structure and / or in the management of business relations, and to avoid any misuse of such information.
PRINCIPLES OF THE ORGANIZATION
1. Each operation and / or transaction, understood in the broadest sense of the term, must be legitimate, authorized, consistent, congruous, documented, registered and verifiable over a period of ten years.
a) The procedures governing the transactions must allow for the possibility of carrying out checks on the characteristics of the transaction, on the reasons that allowed its execution, on the authorizations to carry it out, on the execution of the transaction itself.
b) Any person who carries out operations and / or transactions involving sums of money, goods or other economically valuable assets belonging to the Company, must act with authorization and provide, upon request, all valid evidence for its verification.
c) The Recipients are responsible for the truthfulness, authenticity and originality of the documentation produced and the information provided in carrying out the activity within their competence.
2. The Recipients, and in general, all subjects who make any purchase of goods and / or services, including external consultants, on behalf of the Company, must act in compliance with the principles of correctness, cost-effectiveness, quality and lawfulness and operate with the diligence of a good family man.
3. Employees and Collaborators, whose actions may be related in some way to ITWAY, must follow correct behavior in the business of interest of ITWAY and, in particular, in relations with the Public Administration, regardless of the competitiveness of the market or the importance of the deal dealt with, refraining from engaging in, legitimizing, accepting or encouraging conduct that is not strictly compliant with current legislation and the principles of correctness, diligence and loyalty referred to in this Code.
1. ITWAY recognizes that human resources are a factor of fundamental importance for the development of the company. The management of human resources is based on respect for the personality and professionalism of each of them in the general framework of the current legislation.
2. ITWAY is responsible for promoting and developing the aptitudes and job skills of each employee.
3. ITWAY is aware that the high professionalism achieved by its employees and their dedication to the company are essential and decisive factors for the pursuit and achievement of ITWAY’s objectives.
1. The selection of personnel to be hired is carried out on the basis of the correspondence of the candidates’ profiles and their specific skills, with respect to what is expected and to the company needs as they result from the request made by the requesting function, and always in the respect for equal opportunities for all stakeholders.
2. The information requested is strictly connected to the verification of the aspects foreseen by the professional and psycho-aptitude profile, respecting the private sphere and the opinions of the candidate.
3. Within the limits of the information available, appropriate measures are taken to avoid favoritism, nepotism or forms of clientelism in the selection and recruitment phases.
4. It is forbidden to hire foreign workers (citizens of third countries) without a residence permit or whose residence permit has expired (without a request for renewal), revoked or canceled. ITWAY also condemns the transport of illegal aliens in the territory of the State, as well as the facilitation of the stay of irregular foreigners in the territory of the State.
5. It is forbidden to enter into employment relationships and consultancy with former employees of the PA, Italian or foreign, who, due to their institutional functions, participate or have personally and actively participated in business negotiations or endorsed requests made by the Company to the PA, Italian or foreign, unless said reports have been preliminarily and adequately assessed by the person in charge of recruitment and reported to the Supervisory Body.
The Company undertakes to ensure that in its corporate organization the pre-established annual objectives, both general and individual, of the personnel, are such as not to lead to unlawful conduct and are, instead, focused on a possible result. , specific, concrete, measurable and related to the time required for their achievement.
Under the current legislation on the protection of health and safety at work (pursuant to Legislative Decree no. 81/2008), the Company undertakes to adopt all the measures necessary to protect the ‘physical and moral integrity of its workers.
In particular, the Company undertakes to ensure that:
• compliance with current legislation on the safety, hygiene and health of workers is considered a priority;
• the risks for workers are, as far as possible and guaranteed by the evolution of the best technique, also avoided by choosing the most appropriate and least dangerous materials and equipment and such as to mitigate the risks at source;
• unavoidable risks are correctly assessed and suitably mitigated through appropriate collective and individual security measures;
• the information and training of workers is disseminated, updated and specific with reference to the job performed;
• consultation of workers on health and safety in the workplace is guaranteed;
• deal quickly and effectively with any safety needs or non-conformities that emerge during work activities or during audits and inspections;
• the organization of work and the operational aspects of the same are carried out in such a way as to safeguard the health of workers, third parties and the community in which the Company operates.
To pursue the aforementioned purposes, the Company allocates organizational, instrumental and economic resources with the aim of ensuring full compliance with the accident prevention regulations in force and the continuous improvement of the health and safety of workers in the workplace and the related prevention measures.
The Recipients, each to the extent of their own competence, are required to ensure full compliance with the law, the principles of this Code and company procedures and any other internal provision required to ensure the protection of safety, health and hygiene in the places of work.
Article 13
The Company is aware of the direct and indirect effects of its activities on economic and social development and on the general well-being of the community, as well as of the importance of social acceptance of the communities in which it operates.
The environment is a primary asset that ITWAY undertakes to safeguard, seeking in all its activities a balance between economic initiatives and essential environmental needs.
The Company, therefore, plans its activities by seeking a balance between economic initiatives and essential environmental needs, not only in compliance with current legislation, but also in consideration of the rights of future generations.
1. The relations of ITWAY and the Recipients towards national, EU and international public institutions (“Institutions“), as well as towards public officials or persons in charge of public exercise, or bodies, representatives, agents, representatives, members, employees, consultants, persons in charge of public functions or services, public institutions, public administrations, public bodies, including economic ones, public bodies or companies of a local, national or international nature (“Public Officials“) are entertained by each Director and by each Employee, whatever the function or position, or, if applicable, by each Collaborator, in compliance with current legislation and on the basis of the general principles of correctness and loyalty, adapting their conduct to respect for theimpartiality and good performance of the Public Administration.
Contacts with Institutions and Public Officials are limited to those who are specifically and formally appointed by the Company to deal with or have contacts with such administrations, public officials, entities, organizations and / or institutions.
2. Illegal payments in relations with Institutions or Public Officials are prohibited. All Recipients are required to refrain from making payments of any amount in order to obtain illegal benefits in representing the interests of the company before the Public Administration.
3. The Company expressly prohibits practices of corruption, favoritism, collusive behavior, direct and / or indirect solicitations, including through promises of personal advantages, towards any person belonging to the Public Administration.
In particular, the following behaviors are not permitted and are expressly forbidden: to
4. Acts of courtesy, such as gifts, contributions to entertainment expenses are permitted when they are of modest value and in any case such as not to compromise the integrity or reputation of one of the parties and cannot be interpreted by an impartial observer, as finalized to acquire advantages in an improper way.
5. The Company also prohibits relations between private individuals, practices of corruption, favoritism, collusive behavior, direct and / or indirect solicitations, including through promises of personal advantages.
6. ITWAY will never be represented, in the context of relations with Institutions or Public Officials, by Directors, Employees or Collaborators with reference to which conflicts of interest may arise.
7. In order to avoid or in any case drastically stem the risk relating to the conduct described above, each employee, by reason of their powers and functions, must promptly report to their superior and to the Supervisory Body, doubts regarding possible violations of the Code to be part of external collaborators.
8. In the specific case of a tender with the Public Administration, ITWAY and the Recipients must operate in compliance with the law and with correct commercial practice.
9. Without prejudice to all the obligations imposed by current legislation on the subject, the Recipients will refrain, during business negotiations, requests or commercial relationships with the Institutions or Public Officials, from undertaking (directly or indirectly) following actions:
10. ITWAY condemns any conduct aimed at obtaining, from the State, the European Communities or any other public body, any type of contribution, loan, soft loan or other disbursement of the same type, by means of altered declarations and / or documents or falsified, or by omitting due information or, more generally, by means of artifices or deceptions, including those carried out by means of an IT or telematic system, aimed at misleading the supplying body.
11. The Company guarantees compliance with the restriction on the destination of contributions, subsidies or loans aimed at favoring any initiative, obtained by the State or other public body or by the European Communities, even of modest value and / or amount.
Article 15
1. The Recipients undertake, in accordance with their respective functions and duties, to ensure that the facts relating to the management of ITWAY are represented correctly and truthfully in the Company’s accounts.
All the actions and operations carried out by ITWAY are inspired by the following principles:
2. The Company requires all its employees to be fully and broadly dedicated to ensuring that the management events and operations carried out in the course of all its activities are represented in the accounts, correctly and in a timely manner.
Each accounting operation must therefore be supported by suitable documentation certifying the activity carried out so as to allow:
It is the task of each person involved in the preparation of the ITWAY financial statements, also for the purposes of the consolidated financial statements and the explanatory notes, to ensure that the accounting documentation complies with the above-mentioned principles and is easily traceable and ordered according to logical criteria.
3. Especially in the cases of items translated in the financial statements and in the explanatory notes that require estimates (so-called evaluations), it is essential that anyone involved (including consultants-third parties) in the formation process of these items is complied with.
4. The Company requires that the inclusion in the financial statements of all items, such as receivables, inventories, equity investments, provisions for risks and charges, should result from unconditional compliance with all the regulations in force on the subject of preparation and valuation of the financial statements.
In particular, the employees responsible for preparing the accounting balances at the end of the year are required to control or promote the control of all the accounting operations leading to the production of said balances, also in order to reduce the possibility of interpretative errors.
5. The documents certifying the accounting registration activity must be able to allow the rapid reconstruction of the accounting operation, the identification of any error, as well as the degree of responsibility within the individual operational process.
6. It is the obligation of the Recipients, always within the scope of their respective functions and duties, to check the correctness and truthfulness of the accounting records and to disclose any errors, omissions and / or falsifications thereof to those within their competence.
Article 16
The Company requires all personnel to observe correct and transparent conduct in the performance of their duties, especially in relation to any request made by the shareholders, the board of statutory auditors, where present, and of the other corporate bodies in the exercise of their respective institutional functions.
Article 17
The Company condemns any act, simulated or fraudulent, aimed at influencing the will of the members of the shareholders’ meeting to obtain the irregular formation of a majority and / or a resolution different from what otherwise would be been hired.
Article 18
1. ITWAY expressly prohibits any person directly or indirectly from contributing to the carrying out of illegal operations on the shares or quotas of the company or of the parent company.
2. The Company has in fact given itself as an ethical principle to protect the integrity of the share capital. Therefore, it expressly prohibits all employees, and in particular its directors, from purchasing or underwriting shares or shares, and / or issued by the parent company, except in cases permitted by law.
ITWAY will disciplinarily sanction all the conducts aimed at spoiling the process of formation of the share capital, by anyone put in place.
3. The Company has also adopted as an ethical rule the protection of the integrity of profits and reserves that cannot be distributed by law; therefore, it forbids the directors to return, even simulatedly, except in cases expressly established by law, contributions to shareholders or to release them from the obligation to make them.
Article 19
1. ITWAY expressly prohibits carrying out any operation to the detriment of creditors.
2. As an ethical principle, the Company continues to protect the interest of corporate creditors in not seeing the guarantees of their credit diminished.
Therefore, directors are prohibited from carrying out reductions in share capital or mergers with other companies, or from carrying out divisions in order to cause damage to creditors.
Article 20
In line with the provisions of art. 7, information concerning the Company may not be disclosed externally, in particular those concerning corporate transactions, business in the process of being carried out, acquisitions or sales, contract awards, changes in corporate or management bodies.
All transactions involving company securities or financial instruments must be handled exclusively by the company subjects formally appointed to do so.
ITWAY, sensitive to the need to ensure fairness and transparency in the conduct of business, requires Recipients to comply with current legislation on the use and circulation of coins, public credit cards and duty stamps, and therefore will severely sanction any conduct aimed at the illicit use and falsification of credit cards, duty stamps, coins and banknotes.
As foreseen by art. 5, ITWAY is inspired by the values of respect for the laws, to this end it repudiates and condemns all forms of violence for any reason perpetrated to the detriment of human beings, citizens of any state and of any nationality. It therefore also condemns all forms of funding for organizations, recognized and unrecognized, which use violence to achieve their goals.
ITWAY is also opposed to arms trafficking, for whatever reason it is carried out.
Article 23
ITWAY is inspired by the values of protection of the human person and his dignity. It disseminates and promotes the principles of respect for fundamental human rights, as set out in International Conventions and Declarations, defends the right to life in all its aspects, including that relating to the integrity of the human body and its unavailability.
Article 24
Offenses ITWAY condemns crime in all its forms and locations. It collaborates with national and international law enforcement agencies, promoting activities to combat crime and repression of crimes, adhering to the principles contained in the UN Convention against Transnational Organized Crime (Palermo Convention, 2000).
Article 25
In the context of the principles already expressed in art. 5, ITWAY requires, in its activities, compliance with the Italian legislation on money laundering, d. lgs. 231 of 21 November 2007, inspiring its commercial relations to the principles of legality and fairness, adopting criteria for evaluating its commercial partners based on ethics and compliance with the law.
By reason of the above, ITWAY checks the origin of the goods used for the company activity, refuses the use of cash except for modest amounts, acquires information on the lawful origin of the sums of money that pass through the Company’s current accounts.
The recipients of this Code must not, in any way and under any circumstances, receive payments or accept the promise or run the risk of being involved in events relating to money laundering from illicit or criminal activities or engage in self-laundering conducts, that is, transferring or employing in economic or financial activities sums of illicit origin by the same person who obtained such money in an illicit manner. The Company undertakes to comply with all laws and regulations, both national and international, on the subject of anti-money laundering and self-laundering.
Article 26
The Company imposes on all its staff, whether employees or not, the obligation to comply with the internal rules on the use of IT tools.
It also condemns any form of damage and intrusion of its own and others’ information systems, as well as the unlawful reproduction of data in these contents.
It also condemns the illegal use of computer programs in violation of copyright law.
Article 27
In order to consolidate a climate of mutual respect and responsibility between people, ITWAY establishes for all Recipients the prohibition of:
Article 28
1. ITWAY promotes the dissemination at all levels of a culture informed by the existence of internal and external controls and characterized by the awareness, on the part of each employee, of the contribution that these controls make to improving efficiency of all its activities.
By internal controls we mean all the tools prepared by ITWAY to direct, manage and verify its activities with the aim of:
By external controls we mean: controls legally attributed to shareholders or other corporate bodies or auditing companies, as well as to all Public Supervisory Authorities, in this case ITWAY requires directors, general managers, auditors and liquidators to keep in communicating with the aforementioned public and supervisory authorities a conduct based on correctness and transparency, providing complete, truthful and timely information, avoiding confusing generic formulations.
In particular, the directors must not in any way prevent or otherwise hinder the control and auditing activities legally attributed to the shareholders, to the other corporate bodies or to the auditing firm itself.
By way of example, some specific prescriptions addressed to all directors of the Company are listed:
2. On the occasion of checks and inspections by the competent public authorities, the corporate bodies and their members, the employees of the Company, consultants, collaborators and third parties acting on behalf of ITWAY, must maintain an attitude of collaboration in vis-à-vis the inspection and control bodies.
CONTROL BODIES AND MECHANISMS
Article 29
1. The Supervisory Body is an internal body of the Company, responsible for monitoring and updating the organizational and management model and the Code.
The Supervisory Body in the exercise of its functions will have free access to company data and information useful for carrying out its activities.
2. The Recipients and third parties acting on behalf of the Company are required to collaborate fully in favoring the performance of the functions of the Supervisory Body.
Article 30
Anyone who becomes aware of violations of the principles of this Code and / or with the operating procedures that make up the Model or of other events likely to alter its value and effectiveness, is required to promptly report them to the Supervisory Body to the Member e-mail address: moc.y1719857934awti@1719857934vdo1719857934.
The Recipients must promptly report the following information to the Supervisory Body:
– any news regarding the violation, or possible violation, of the provisions contained in the Code;
– any request for violation of the Code has been submitted to them.
Also by reason of the introduction of the-discipline so-called whistleblowing within the Decree, ITWAY guarantees that:
1) the strictest confidentiality is maintained on the reports received;
2) confidentiality is always guaranteed regarding the identity of whoever transmits useful information to the Supervisory Body for identifying behaviors that differ from the provisions of the Model, the procedures established for its implementation and the procedures established by the internal control system, without prejudice to legal obligations and the protection of the rights of the Company or of persons accused erroneously and / or in bad faith;
3) the whistleblower is protected from any act of retaliation or discriminatory for reasons related to the report;
4) adequate sanctions are applied to anyone who violates the aforementioned protection measures for the whistleblower and / or anyone who sends reports that are clearly unfounded.
All information, notices, reports, reports provided for in the Model are kept by the Supervisory Body in a special archive (computerized or printed) for a period of at least 5 years.
Compliance with the provisions of the Code must be considered an essential part of the contractual obligations of employees pursuant to and for the purposes of Article 2104 of the Civil Code, referred to above. The violation of the rules of the Code may constitute a breach of the primary obligations of the employment relationship or a disciplinary offense, in compliance with the procedures provided for by art. 7 of the Workers’ Statute, with all legal consequences, also in relation topreservation of the employment relationship, and may entail compensation for damages deriving from the same.
FINAL PROVISIONS
1. No top management person, and even more so no employee, has the authority to approve exceptions to the rules contained in this Code.
2. In no way can the conviction of acting for the benefit of ITWAY justify the adoption of behaviors in contrast with all the principles set out up to now since the violation of this Code coincides with the violation of criminal law and involves the imposition of criminal sanctions against the material perpetrator of the offense, also exposing the company to the risk of undergoing a criminal trial for the offense committed by the offender.
3. For all of the above, ITWAY will sanction the violations of this Code of Ethics, of the regulations and of the internal procedures, which have determined the behaviors described above, or which are also only abstractly suitable to determine them, with the imposition of disciplinary sanctions.
This Code, in recognition of company practice, is approved by the ITWAY Board of Directors. Any changes and / or additions to the same will be approved by the Board of Directors and promptly disclosed to the Recipients.
In the event that even one of the provisions of this Code should conflict with provisions set out in internal regulations or procedures, the Code will prevail over any of these provisions.
[1] Art. 2104 cc: Diligence of the employer. ” The employer must use the diligence required by the nature of the benefit due, the interest of the undertaking and the superior interest of national production. It must also comply with the provisions for the execution and discipline of work laid down by the employer and his collaborators on whom he is hierarchically dependent.”.
[2] With regard to the definition of “modest value”, in the absence of a regulatory provision defining its concept, it is considered that reference should be made to commercial uses, while excluding goods of significant value.
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ITWAY HELLAS SA
Phone: +30-210-6801013
Fax: +30-210-6801015
Email: rg.ya1719857934wti@o1719857934fni1719857934
