Code of Ethics
guidelines
This document, called the Code of Ethics and Conduct (hereinafter, also “Code of Ethics” or simply “Code”), expresses the commitments and ethical responsibilities in the conduct of business and corporate activities assumed by the collaborators of GFF Impianti srl, whether they are directors or employees in any sense and by all those who hold, even de facto, functions of representation, administration, management management or control of the company or its autonomous organizational units as well as collaborators and consultants who provide their services for the benefit of the group as well as other third parties, the signing of this Code or of an extract from it, or, in any case, adherence to the provisions and principles set out therein, represent a “condicio sine qua non” of the stipulation of contracts of any nature between GFF Impianti srl and such parties; the provisions thus undersigned or, in any case, approved even by conclusive facts, constitute an integral part of the contracts themselves. it should be noted that this Code has also been prepared pursuant to and for the purposes of Legislative Decree 231/2001 and together with the Organizational Model prepared in compliance with the aforementioned law, it was adopted by the directors by resolution of December 15, 2016.
THE MISSION.
We create value for customers and continuous profitable growth for the company with efficient services, we value our people.
We participate in the growth of the global market by transforming our services and organization.
We contribute to building a better world with our commitment to the environment and sustainable development.
THE VISION.
GFF Impianti srl aspires to maintain and develop the relationship of trust with its stakeholders, i.e. with those categories of individuals, groups or institutions whose contribution is required to achieve our mission or who otherwise have an interest at stake in its pursuit.
A cooperative approach towards StaKeHolders
Stakeholders are those who make investments related to the activities of GFF Impianti srl in the first place the directors and, therefore, employees, collaborators, customers, suppliers and business partners. In a broader sense, stakeholders are also all those individuals or groups, as well as the organizations and institutions that represent them, whose interests are affected by the direct and indirect effects of GFF Impianti srl’s activities
UNETHICAL BEHAVIOR
In the conduct of business, unethical behavior undermines the relationship of trust between GFF Impianti and its stakeholders. Unethical, and conducive to the assumption of hostile attitudes toward the company, is the behavior of anyone, individual or organization, who seeks to appropriate the benefits of others’ cooperation by exploiting positions of strength.
THE VALUE OF REPUTATION AND FIDUCIARY DUTIES
A good reputation is an essential intangible resource.
Good reputation externally helps to find financial sources, customer loyalty, attract the best human resources, attract suppliers’ peace of mind, and be reliable to creditors. Internally, it helps to make and implement decisions without friction, and to organize work without bureaucratic controls and excessive exercises of authority.
Since the Code of Ethics clarifies the special duties of GFF Impianti srl towards stakeholders (fiduciary duties), its effective observance is proposed as a benchmark
Code of Ethics and Conduct
by which to judge our reputation.
VALIDITY AND ENFORCEMENT OF THE CODE
The Code of Ethics applies to GFF Impianti srl and is consequently binding for the conduct of all its employees/collaborators, as well as for all and associated or investee companies and its autonomous organizational units, which will provide for its adoption. Therefore, GFF Impianti srl requires all associated or investee companies and major suppliers to conduct themselves in line with the general principles of this Code.
The Code of Ethics is valid both in Italy and abroad, while taking into consideration the cultural, social and economic diversity of the various countries in which the group operates
2.1 IMPARTIALITY
In decisions affecting relations with its stakeholders (the choice of customers to serve, relations with financing banks, personnel management or labor organization, selection and management of suppliers, relations with the surrounding community and institutions representing it), GFF Impianti srl avoids any discrimination on the basis of age, gender, sexuality, health status, race, nationality, political opinions, and religious beliefs of its stakeholders.
2.2 HONESTY
As part of their professional activities, employees/collaborators of GFF Impianti srl are required to diligently comply with the laws and regulations in force in all the countries in which the group operates, the Code of Ethics and internal regulations.
Under no circumstances may the pursuit of the interest of GFF Impianti srl justify dishonest conduct.
2.3 PROPRIETY IN CASE OF POTENTIAL CONFLICTS OF INTEREST
In the conduct of any activity, situations must always be avoided where those involved in transactions are, or may even appear to be, in conflict of interest. By this is meant both the case in which a collaborator pursues an interest that differs from the company’s mission and the balancing of stakeholders’ interests or takes “personal” advantage of the company’s business opportunities, and the case in which representatives of customers or suppliers, or public institutions, act contrary to the fiduciary duties associated with their position, in their dealings with GFF Impianti srl.
2.4 FAIRNESS IN OPERATIONS AND TRANSACTIONS
Every operation and transaction must be properly recorded, authorized, verifiable, legitimate, consistent and congruous. All actions and transactions of GFF Impianti srl must be properly recorded and it must be possible to verify the process of decision-making, authorization and performance.
Code of Ethics and Conduct
2.5 CONFIDENTIALITY
GFF Impianti srl ensures the confidentiality of the information in its possession and refrains from seeking confidential data, except in the case of express and conscious authorization and compliance with applicable legal regulations. In addition, employees/collaborators of GFF Impianti srl are required not to use confidential information for purposes unrelated to the conduct of their business, such as in the case of insider trading.
2.6 VALUE OF HUMAN RESOURCES
The employees/collaborators of GFF Impianti srl are an indispensable factor for its success. For this reason, GFF Impianti srl protects and promotes the value of human resources in order to improve and increase the assets and competitiveness of the skills possessed by each employee.
2.7 EQUITY OF AUTHORITY
In the signing and management of contractual relationships involving the establishment of hierarchical relations – especially with employees/collaborators – GFF Impianti srl undertakes to ensure that authority is exercised fairly and correctly, avoiding any abuse of it. In particular, GFF Impianti srl ensures that authority does not turn into the exercise of power detrimental to the dignity and autonomy of the employee/collaborator, and that work organization choices safeguard the value of collaborators.
2.8 INTEGRITY OF THE PERSON
GFF Impianti srl guarantees the physical and moral integrity of its employees/collaborators, working conditions respectful of individual dignity, and safe and healthy working environments characterized by a good climate of cooperation among employees.
therefore, requests or threats aimed at inducing people to act against the law and the Code of Ethics, or to adopt behaviors detrimental to the moral and personal convictions and preferences of each person are not tolerated.
2.9 TRANSPARENCY AND COMPLETENESS OF INFORMATION
Employees/collaborators of GFF Impianti srl ss are required to give complete, transparent, comprehensible and accurate information, avoiding the need for the manager to rephrase/reiterate the same request several times for this purpose, so that, in setting up relations with the company, stakeholders are able to make autonomous decisions aware of the interests involved, alternatives and relevant consequences. In particular, in the formulation of any contracts, GFF Impianti srl takes care to specify to the contractor the behaviors to be taken in all the expected circumstances, in a clear and understandable way.
2.10 DILIGENCE AND ACCURACY IN THE PERFORMANCE OF TASKS AND CONTRACTS
Contracts and work assignments must be performed as consciously agreed upon by the parties. GFF Impianti srl undertakes not to exploit conditions of ignorance or incapacity of its counterparts.
All recipients of the Code are called upon to help ensure its best operation. A Body, endowed with autonomous powers of initiative, with supervisory and control functions (hereinafter Supervisory Body or SB) has also been established at GFF Impianti srl with regard to the functioning, effectiveness, adequacy and observance of the Organizational Model pursuant to Legislative Decree 231/ 2001, as well as the care of updating it. This Body has among its tasks also that of receiving and evaluating reports of conduct in conflict with this Code of Ethics and carrying out the appropriate investigations, maintaining the utmost confidentiality and confidentiality in conducting the investigations.
For this purpose, “dedicated” communication channels, identifiable under the heading Code of Ethics within which there is a form, are created to report information or news related to sensitive operations or processes that are not in line with the model and/or the Code of Ethics. In addition, a direct channel of information with the SB is established at the e-mail address amministrazione@gffimpianti.it.
The Internal auditing function is authorized to carry out surprise checks and support management in initiatives that also assume relevance in compliance with this Code of Ethics. In connection with this, the Internal auditing function shall report findings and critical points directly to the directors. In addition to the above, Internal auditing may promote overall consistency of approach with respect to the guidelines of the holding company, upon request by individual group companies and, in any case, in compliance with the decision-making autonomy of each organization.
GFF Impianti srl in order to promote and maintain a corporate culture based on compliance with internal rules, encourages employees to raise problems and issues regarding moral integrity. To this end, GFF Impianti srl ensures an effective advocacy structure to enable employees to raise concerns without fear of retaliation.
4.1 PERSONNEL SELECTION
The evaluation of personnel to be hired is carried out on the basis of the correspondence of the candidates’ profiles to those expected and to the company’s needs, while respecting equal opportunities for all stakeholders. The information requested is strictly related to the verification of the aspects provided by the professional and psycho-aptitude profile, respecting the privacy and opinions of the candidate. The human resources management, within the limits of the information available, takes appropriate measures to avoid favoritism, nepotism, or forms of clientelism in the selection and hiring stages (for example, avoiding that the recruiter is related to the candidate), as well as conflicts of interest as reported in paragraph 4.8.2 below. GFF Impianti srl also undertakes not to favor in any way candidates reported by third parties, and especially those who are part of public administrations, or clients of the company. In the event of reports of candidates to the heads of functions, or to employees by individuals who are members of public administrations, immediate notification will be given to the Supervisory Board, which will proceed with the investigations it deems appropriate.
4.2 ESTABLISHMENT OF THE EMPLOYMENT RELATIONSHIP
Staff are hired under regular employment contracts; no form of irregular employment is tolerated. At the establishment of the employment relationship, each employee receives accurate information regarding:
– Code of Ethics;
– Characteristics of the function and duties to be performed;
– Regulatory and salary elements, as regulated by the national collective bargaining agreement;
– Norms and procedures to be adopted in order to avoid possible health risks associated with the work activity.
This information is presented to the employee so that acceptance of the assignment is based on effective understanding.
Code of Ethics and Conduct
4.3 PERSONNEL MANAGEMENT
Directors and heads of corporate functions are responsible for ensuring respect for equal opportunity, including in the management of labor relations, in keeping workplaces free of discrimination, ensuring fair treatment based on merit criteria, and identifying and promptly resolving any problems in this regard. Each manager is required to value the working time of employees by requiring performance consistent with the performance of their duties and work organization plans. It constitutes abuse of the position of authority to request, as a due act from the hierarchical superior, personal services or favors or any behavior that constitutes a violation of this Code.
4.4 HEALTH AND SAFETY
GFF Impianti srl is committed to spreading and consolidating a culture of safety, developing awareness of risks, compliance with current regulations, promoting responsible behavior by all employees; it also works to preserve, especially with preventive actions, the health and safety of workers, as well as the interest of other stakeholders. The objective of GFF Impianti srl is to protect the company’s human, capital and financial resources, constantly seeking the necessary synergies, not only within the company, but also with the suppliers, companies and customers involved. To this end, GFF Impianti srl carries out technical and organizational interventions through: – a continuous analysis of the risk and criticality of the processes and resources to be protected; – a continuous improvement of the prevention activity;
– the timely preparation/updating of the necessary measures and means;
– the adoption of the best technologies;
– the control and updating of work methodologies;
– the contribution of training and communication interventions. GFF Impianti srl, in compliance with the applicable safety regulations, for the above purposes, inspires its conduct with the following principles: – elimination of risks and, where this is not possible, their minimization; – assessment of risks that cannot be avoided; – reduction of risks at the source; – replacement of what is dangerous by what is not dangerous or is less dangerous; – observance of ergonomic principles in the design of workplaces and the choice of work equipment and methods of work and production, in particular to mitigate monotonous work and repetitive work and to reduce the effects of such work on health; – consideration of the degree of technical development; – planning of prevention, aiming at a coherent whole integrating in it technique, organization of work, working conditions, social relations and the influence of factors in the working environment; – priority to collective protective measures over individual protective measures; – appropriate instructions to workers. These principles are used by the enterprise to take the necessary measures for the protection of the safety and health of workers, including activities to prevent occupational hazards, information and training, and the provision of necessary organization and means. The entire company, at both apex and operational levels, particularly when decisions are to be made or choices are to be made, and subsequently when the same are to be implemented, adheres to these principles.
4.5 USE/ABUSE OF ALCOHOL, NARCOTIC, PSYCHOTROPIC AND DRUG SUBSTANCES
Taking Italian legislation (d. lgs. 81/08 as amended) as a reference, regulations governing the use of alcoholic substances by company employees have been introduced. The provision affects individuals with B, C, D and E licenses, with particular emphasis on those who habitually use company vehicles. According to the decree, the tolerance of blood alcohol level present in the blood is 0 mg, for this reason, the above-mentioned individuals are required to refrain from consuming alcoholic beverages. As a reminder, according to the law, any checks carried out by the Competent Doctor, are to be carried out upon the report of the employer, the employee himself or any other person who has contact with the alleged, in case abnormal situations occur. Each employee agrees to refrain from the consumption of such substances. Code of Ethics and Conduct
4.6 PRIVACY PROTECTION
The employee’s privacy is protected by adopting standards specifying the information that the company requires from the employee and how it is processed and stored. Any investigation into the ideas, preferences, personal tastes and, in general, the private life of the collaborators is excluded. these standards also provide for the prohibition, except in cases provided for by law, of communicating/disclosing personal data without the prior consent of the person concerned and establish the rules for the control, by each collaborator, of the rules and laws protecting privacy and data processing pursuant to Legislative Decree 196/03 and Regulation (EU) No. 2016/679.
4.7 PERSONAL INTEGRITY AND PROTECTION
GFF Impianti srl is committed to protecting the moral integrity of employees by guaranteeing the right to working conditions that respect the dignity of the person. For this reason it safeguards workers from acts of psychological violence and counteracts any attitude or behavior that is discriminatory or harmful to the person, his or her beliefs and preferences (for example, in the case of insults, threats, isolation or excessive intrusiveness, professional limitations). Sexual harassment is not permitted, and behavior or speech that may disturb a person’s sensitivities (for example, the display of images with explicit sexual references, persistent and continued innuendo) must be avoided. Any employee/collaborator of GFF Impianti srl who believes that he/she has been subjected to harassment or has been discriminated against for reasons related to age, sex, language, sexuality, race, state of health, nationality, political opinions, political and trade union membership as well as religious beliefs, etc., may report the incident to the company, which will assess the actual violation of the Code of Ethics. disparities are not, however, considered discrimination if they are justified or justifiable on the basis of objective criteria.
4.8 DUTIES OF EMPLOYEES/COLLABORATORS
The employee must act loyally in order to comply with the obligations signed in the employment contract and the provisions of the Code of Ethics, ensuring the required performance; and is required to report, through the appropriate channels, any violation of the rules of conduct established by the internal procedures.
4.9 INTERNAL HANDLING OF CONFIDENTIAL INFORMATION
Directors and employees of GFF Impianti srl and persons who perform their work and/or professional activities in favor of GFF Impianti srl, even by virtue of a relationship other than that of employment, are required not to disclose to anyone or disseminate in Italy or abroad confidential information and data of which they have become aware, relating to the group or the resources that are part of it. Such information, which could become privileged, must be handled by adopting all necessary caution, so that its circulation in the corporate context takes place without prejudice to the confidential nature of the information itself until such time as the same, is not communicated to the public, according to methods provided for by company management (such as official internal and external communiqués, relations with the mass media, etc.). With particular reference to the use of corporate e-mail and other means of computer communication, as working tools, it is explicitly stated that it is forbidden to:
– Sending threatening and insulting e-mail messages, resorting to low-level language, expressing inappropriate comments that may cause offence to the person and/or damage to the corporate image;
– communicating, disseminating or commenting on news of any kind, relating to personnel employed in the company especially if related to the employment relationship, with particular reference to career moves, assignment of bonuses, fringe benefits, hiring, resignation, dismissal or contractual conditions in the case of self-employment.
4.10 CONFLICT OF INTEREST
All employees/collaborators of GFF Impianti srl are required to avoid situations in which conflicts of interest may arise and to refrain from taking personal advantage of business opportunities of which they have become aware in the course of performing their duties. By way of example and not limitation, the following situations may give rise to conflicts of interest: Code of Ethics and Conduct – holding a top management or control position in a company (director, auditor, general manager, department head) and having economic interests with suppliers, customers, or competitors (ownership of shares, professional positions, etc.) including through family members and / or relatives; – dealing with suppliers and carrying out work activities, subordinate or not, including by a family member, at the same; – accepting money or favors from persons or companies that are or intend to enter into business relations with GFF Impianti srl; – deciding on a hiring, promotion, economic awards in general that concern a spouse, a relative and / or persons related by cohabitation more uxorio; – participating in the process of evaluation of work performance that concern spouses, relatives or persons related by sentimental ties. In the event that even the appearance of a conflict of interest arises, the employee/collaborator is obliged to give immediate notice in writing, including by e-mail, to his/her supervisor and the Supervisory Board (through the appropriate communication channels) as well as to refrain from conducting the specific business deal and/or business process. The employee/collaborator is also obliged to give information about the activities carried out outside working time, in case these may appear to be in conflict of interest with GFF Impianti srl.
4.10.1 USE OF CORPORATE ASSETS
Each collaborator is required to work diligently to protect company assets, through responsible behavior and in line with the operating procedures prepared to regulate their use, accurately documenting their use. In particular, each collaborator must:
– Use the assets entrusted to him or her scrupulously and sparingly;
– Avoid improper uses of company assets that may cause damage or reduce efficiency, or otherwise conflict with the company’s interest. Each employee is responsible for the protection of the resources entrusted to him/her and has the duty to promptly inform the relevant departments of any threats or events harmful to GFF Impianti srl. GFF Impianti srl reserves the right to prevent distorted uses of its assets and infrastructure through the use of accounting systems, financial control reporting and risk analysis and prevention, subject to compliance with the provisions of the laws in force (privacy law, workers’ statute, etc.). with regard to computer applications, each employee is required to: – scrupulously adopt the provisions of the company’s security policies in order not to compromise the functionality and protection of computer systems; – not browse websites with indecent and offensive content;
4.10.2 DIRECTORS’ INTERESTS
Where a director has an interest on his or her own behalf or on behalf of a third party in a particular transaction of the company, he or she shall give notice thereof, specifying its nature, terms, origin, and extent.
4.11 ANTI-MONEY LAUNDERING AND SELF LAUNDERING
It is the policy of GFF Impianti srl to enforce effective anti-money laundering programs both to comply with applicable laws and to protect the group from being used as a tool to carry out these types of illicit practices. Therefore, all employees/collaborators of GFF Impianti srl in any capacity whatsoever must never carry out or be involved in activities such as to imply receiving stolen goods, money laundering (i.e. accepting or processing) of proceeds of criminal activities in any form or manner, or in transactions involving the use of money, goods or utilities of illicit origin. In particular, recipients of the Code of Ethics are required to comply with all national and international provisions on money laundering and are expressly prohibited from engaging in, or allowing others to engage in, criminal or otherwise illegal activities. In relation to the crime of self-money laundering, GFF Impianti srl prohibits all its employees/collaborators in any capacity from transferring, replacing, or using in economic, financial, entrepreneurial or speculative activities, sums of money deriving from the commission of a non-culpable crime or from illegal activities such as, for example, tax evasion, corruption and the appropriation of corporate assets, in such a way as to concretely hinder the identification of their criminal origin.
5.1 GENERAL RULES
The collaborators of GFF Impianti srl are required in business relations with third parties to behave ethically and law-abidingly, marked by the utmost fairness and integrity. In business and promotional relations and relationships, illegal, collusive practices and conduct, illicit payments, attempts at bribery and favoritism, direct solicitation through third parties of personal and career advantages for oneself or others, contrary to the laws, regulations and objective standards of this Code of Ethics, are prohibited. The acquisition of information related to third parties whether from public or private sources or through specialized entities and/or organizations must be implemented by lawful means in compliance with applicable laws. Should collaborators find themselves in a position to receive confidential information, they undertake to handle it with the utmost privacy and confidentiality in order to prevent GFF Impianti srl from being accused of misappropriation and misuse of such information.
5.2 GIFTS, GRATUITIES AND BENEFITS
With the exception of gifts or gratuities of modest value (modest value means goods or services whose price on the European market does not exceed the amount of euro 30.00), not aimed at acquiring advantages in an improper way, no form of gift is allowed that can even be interpreted as exceeding normal business practices or courtesy, or in any case aimed at acquiring favorable treatment in the conduct of any activity that can be linked to GFF Impianti srl both towards customers and in relations with suppliers, agents, distributors and/or employees and collaborators. In particular, any form of gift to Italian and foreign public officials, auditors, board members, auditors or their family members that could influence independence of judgment or induce them to secure any advantage is prohibited. This rule, which does not allow exceptions even in those countries where offering gifts of value to business partners is customary, concerns both gifts promised or offered and those received; it should be noted that a gift means any kind of benefit (in a broad sense also free participation in conferences, promise of a job offer, etc.). Gifts offered (except those of modest value) must be adequately documented in order to allow for verifications and authorized by the department head, who will ensure that the GFF Impianti srl Internal Audit function is notified in advance. GFF Impianti srl collaborators who receive or provide gifts or benefits that are not included in the permitted cases (i.e. exceeding the concept of modest value mentioned above), are required, in accordance with established procedures, to notify the Internal audit function of GFF Impianti srl, which assesses their appropriateness and informs the Supervisory Board and notifies the sender of GFF Impianti srl’s policy on the matter.
5.3 SUPPLIER RELATIONS
Purchasing processes are marked by the pursuit of maximum competitive advantage for GFF Impianti srl, the granting of equal opportunities for each supplier, fairness and impartiality, fairness and transparency. Obtain the cooperation of suppliers in constantly ensuring that the needs of GFF Impianti srl customers are met in terms of quality, cost and delivery time to an extent that even exceeds their expectations. It is good practice especially with regard to purchases of products and/or services that are not recurring or of significant amount, or of goods not evaluated in the budget (extra-budget), to obtain and keep in its files, at least 2 offers received from different suppliers not related to each other by relationships of control, connection, and/or same direction and coordination and evaluate them on the basis of: – quality;
– reliability;
– service;
– price;
– other relevant factors. In the selection of suppliers, undue pressures, such as to favor one supplier over another and undermine the credibility and The trust that the market places in the company with regard to transparency and rigor in the application of the law and company procedures, are not allowed and accepted. Code of Ethics and Conduct
5.4 RELATIONS WITH INSTITUTIONS
Relationships with institutions are reserved exclusively for the corporate functions delegated to them. Relations must be marked by the utmost transparency, clarity, fairness, impartiality and independence and such that they do not lead to biased, false, ambiguous or misleading interpretations by the institutional subjects, private and public, with whom relations are maintained in various capacities.
5.5 ENVIRONMENT.
GFF Impianti srl is committed to safeguarding the environment as a primary asset. GFF Impianti, believing the need for environmental protection, for the benefit of the community and future generations, to be inescapable, takes the most appropriate measures to preserve the environment itself by promoting and planning the development of activities consistent with this objective. GFF Impianti srl to this end undertakes to minimize the environmental and landscape impact of its activities in compliance with both current regulations and the progress of scientific research and the best experiences in the field.
5.6 ECONOMIC RELATIONS WITH PARTIES AND LABOR ORGANIZATIONS
GFF Impianti srl does not finance parties both in Italy and abroad, their representatives or candidates, nor does it make sponsorships of congresses or parties that have a political propaganda purpose. refrains from any direct or indirect pressure to political figures (e.g. through acceptance of recommendations for hiring, consulting contracts, etc.). GFF Impianti srl does not make contributions to organizations with which there may be a conflict of interest (e.g. trade unions).
5.7 GRANTS AND FUNDING
Grants, subsidies or financing obtained from the European Union, the state or other public body, even if of small value and/or amount, must be used for the purposes for which they were requested and granted.
Similarly, in the event of participation in public procedures, the addressees of this Code are required to operate in compliance with the law and fair business practice, avoiding in particular inducing public administrations to operate unduly in favor of the company.
5.8 MASS MEDIA
Relations with the mass media are marked by respect for the right to information.
External communication of data or information must be truthful, accurate, correct, clear, transparent, respectful of people’s honor and confidentiality, coordinated and consistent with the policies of GFF Impianti srl. Information pertaining to GFF Impianti srl and directed to the mass media may be disclosed only by or with the authorization of the company functions delegated to do so, in compliance with defined procedures.
6.1 DUTIES OF THE SUPERVISORY BODY ON THE IMPLEMENTATION AND MONITORING OF THE CODE OF ETHICS
With regard to the Code of Ethics, the Supervisory Board is responsible for the following tasks: – Making decisions regarding violations of the Code; – Expressing binding opinions regarding the revision of the most important policies and procedures in order to ensure consistency with the Code;
– Providing for the periodic review of the Code;
– Providing for the monitoring and updating of the Code;
– Verify the application of and compliance with the Code of Ethics through ethical auditing, which consists of ascertaining and promoting the continuous improvement of ethics within the company through an analysis and evaluation of ethical risk control processes;
– Monitor initiatives for the dissemination of knowledge and understanding of the Code. Specifically, this involves:
– Ensuring the development of ethics communication and training activities;
– Analyzing proposed revisions to company policies and procedures with significant impacts on corporate ethics and preparing solution hypotheses for consideration by the Directors;
– Receiving and analyzing reports of violations of the Code.
6.2 COMMUNICATION AND TRAINING
The Code of Ethics is brought to the attention of internal and external stakeholders through a program of appropriate communication activities.
In order to ensure the proper understanding of the Code, the general management, with the assistance of the human resources department, prepares and implements, also based on the indications of the chairman of the Supervisory Board, a training activity aimed at fostering awareness of ethical principles and standards. Training initiatives are differentiated according to the role and responsibility of employees.
6.3 CONFLICT WITH THE CODE OF ETHICS
In the event that even one of the provisions of this Code conflicts with provisions set forth in internal regulations or procedures, the Code shall prevail over any of these provisions.
6.4 VARIATIONS AND ADDITIONS TO THE CODE OF ETHICS
Any changes and additions must be approved by the Directors and promptly disseminated to the employees/collaborators of GFF Impianti srl, after hearing the opinion of the company’s Supervisory Board, if any.
I, the undersigned, hereby:
Last Name:
First Name:
In confirming that I have received the guide regarding the Code of Ethics and Conduct of GFF Impianti srl, I acknowledge that each employee is required to comply with the rules contained therein.
I declare that I have received and read the anti-corruption policy of GFF Impianti srl attached to the Code of Ethics and agree to comply with it, as well as to immediately and promptly report any requests or suspected violations as indicated in Art. 12.
I also declare that to date I have not engaged in any of the sanctionable practices set forth in the anti-corruption policy.
Should I have any doubts or concerns with respect to a possible violation of an internal rule of GFF Impianti srl, I will contact my department head, the human resources department or directly to the Supervisory Board, through the dedicated communication channels.
Date: ……………………. Signature: ………………………
Introduction
GFF Impianti srl is headquartered in Italy, the company is subject to Italian law and in particular to the provisions of Legislative Decree 231/01, which governs the administrative liability of entities for crimes, such as bribery, including bribery among private individuals, committed by their directors, employees or collaborators, in Italy or abroad, in the interest or to the advantage of the entity.
One of the cornerstone principles of GFF Impianti srl’s reputation is the conduct of its business with loyalty, fairness, transparency, integrity and in full compliance with laws and regulations. In this context, corruption represents an intolerable obstacle to business efficiency and fair competition.
this anti-corruption policy has been adopted, in accordance with the expressions of the Code of Ethics, to supplement the principles of conduct of GFF Impianti srl.
Article 1
Purpose and scope of application
GFF Impianti srl informs its activities to respect the values and principles contained in the Code of Ethics, in the belief that the conduct of business cannot disregard ethics. In this regard, it condemns the use of illegitimate or otherwise improper conduct (including corrupt practices, without exception) to achieve its economic objectives.
This document (“policy”) is intended to provide a framework regarding the prohibition of corrupt practices for GFF Impianti srl.
this policy has been reviewed and approved by the directors of GFF Impianti srl.
Article 2
Recipients
Recipients of the policy are members of management, all group employees and collaborators, and all third parties in business relationships, in any
Code of Ethics and Conduct
title, with GFF Impianti srl.
Article 3
Prohibition of bribery
In general, bribery consists of offering, giving or receiving anything of value to directly or indirectly influence the conduct of someone in a public or corporate function in order to obtain or retain business or secure an illicit advantage. GFF Impianti srl prohibits corruption in all its forms and without the possibility of any exception. This prohibition applies to: – attempts to secure unlawful advantages in any area, for example in order to – obtain or retain business or obtain public authorizations, permits or other favorable treatment; – offers of undue rewards of any kind, not just pecuniary, including excessively expensive travel, entertainment or gifts of considerable value; – all means for recipients of undue payments or other benefits, or to conceal the purpose thereof, regardless of whether in the form of bribes, subcontracts, purchase orders, consulting agreements, or through agents or other third parties; – employees receiving anything of value (directly or indirectly) in exchange for offering an illicit advantage to a third party; – employees or directors receiving anything of value from a third party, directly or indirectly, that is not insignificant in relation to a transaction undertaken by GFF Impianti srl. even the mere suspicion of violation of one of these laws can cause serious damage to the image and reputation of GFF Impianti srl. for this reason, any activity carried out in the following sensitive areas: – gifts and entertainment expenses; – events and sponsorships;
– donations/association/not-for-profit fees;
– consulting, intermediation, relations with business partners and suppliers;
– joint ventures, acquisitions and disposals;
must be duly recorded in the accounting documents. In fact, it is the responsibility of group companies to prepare accounting documents that reflect in detail all transactions, and to establish and carry out adequate controls to provide reasonable assurance that:
– transactions are actual and executed only upon management’s authorization;
– transactions are recorded in order to enable the financial statements to be prepared in accordance with the relevant accounting standards;
– the value of assets included in the financial statements is compared, with reasonable periodicity, with inventories and appropriate measures are taken with reference to the differences found. The use of funds or personal means for the purpose of circumventing the application of this policy is prohibited. similarly, it is clarified that so-called “facilitation payments” or payments of modest unofficial value made for the purpose of expediting, favoring or securing the performance of a routine or otherwise expected activity within the scope of the duties of public or private entities with which group companies deal are not permitted. for this reason, subject to constant and timely verification is the procedure for applying prices so that they are always aligned with the market, and do not deviate from it suspiciously.
Article 4
Use of intermediaries
Legal liability is not limited to those who actively engage in illegal behavior, but also extends to those who, while not playing an active role in such behavior, make payments to an intermediary, such as an agent or consultant, ignoring warning signs about the ultimate use of such payments. In dealing with persons outside the company, employees should remain vigilant for possible violations of this policy and report them immediately to management so that GFF Impianti can respond appropriately and in a timely manner. this policy prohibits employees from deliberately ignoring circumstances that should cause them to suspect the presence of a probable violation. Code of Ethics and Conduct
Article 5
Gifts and entertainment expenses to public or private parties
Without prejudice to the general prohibition of unduly influencing relations with third parties in connection with the group’s business, gifts and entertainment expenses (including meals, travel or other entertainment) offered to public or private parties must – be made in connection with actual business purposes; – be reasonable and bona fide;
– be of negligible value and of an occasional nature;
– comply with applicable rules and procedures including the specific authorization process;
– be recorded and supported by the relevant tax documentation;
– may never consist of sums of money. With reference to travel on non-scheduled aircraft, use in favor of public entities is prohibited and specific prior authorization is required in the event of use in favor of private entities. As for the economic limits and types of gifts and entertainment expenses and the related methods of making and reporting, please refer to the relevant internal procedures of GFF Impianti srl.
Article 6
Gifts and entertainment expenses to employees and top management
Gifts and entertainment expenses (including meals, travel or other entertainment) offered to employees of group companies and top management must also – be made in connection with actual business purposes;
– be reasonable and bona fide;
– have negligible value and occasional character;
– be recorded and supported by the relevant tax documentation;
– can never consist of sums of money. For the economic and type limits of said gifts and expenses, as well as the manner of their reporting, please refer to the internal procedures that must regulate-in case of non-compliance with the above and/or exceeding the economic limits-the manner of returning the gift.
Article 7
Events and Sponsorships
Since through the organization of events and the granting of sponsorships corruptive acts can be carried out, in compliance with the relevant procedures a real connection to business purposes must nevertheless be safeguarded within criteria of reasonableness and good faith as well as in compliance with the specific authorization process, registration and documentation requirements and specific economic limits.
Article 8
Donations/membership dues/not-for-profit
donations, handouts, and/or participation in charitable organizations, foundations, not-for-profit entities (contributions) present the risk that valuable funds or assets will be misappropriated or used for personal use or benefit of public or private entities. all contributions must, therefore, be made in accordance with internal procedures, while still meeting the following minimum standards:
– they can only be made in favor of entities of proven reliability and recognized reputation for honesty and fair practices;
– the prior authorization process includes an adequate description of the nature and purpose of the contribution, due diligence on the beneficiary entity and verification of the legitimacy of the contribution according to applicable laws;
– such contributions can be made as long as they comply with a budget drawn up on the basis of cost-effectiveness and reasonableness criteria and approved according to the authorization process established by internal procedures.
Article 9
Consulting/intermediation/relationships with business partners and suppliers
The process of selecting consultants (including agents, intermediaries, business partners and suppliers) should include adequate due diligence aimed at: – establish the identity, experience, qualifications and reputation;
– verify that the consultant possesses the actual technical/professional/organizational requirements and the potential for the consultant to deliver the service;
– ascertain whether the consultant has been subject to any judgments, including non-
Code of Ethics and Conduct
final, and investigations related to bribery or corruption or other illegal activities or otherwise at risk of so-called red flags (i.e., potential risk of corruption). Contracts with consultants must be drafted in accordance with the indications contained in internal procedures and provide for the right of GFF Impianti srl to terminate the relationship in the event of violation of, among other things, applicable regulations on the prohibition of corrupt practices. The management responsible for the relationship with consultants must verify the effectiveness of the service and the appropriateness of the fee.
Article 10
Joint ventures, acquisitions and divestitures
Joint ventures, acquisitions and divestitures must be put in place in compliance with internal procedures. In all cases, appropriate due diligence must be conducted in order to identify key corruption risk factors and so-called red flags.
Whenever an acquisition is made, a plan for compliance with this policy must be activated as an essential part of the post-acquisition integration plan.
Article 11
Keeping of Accounts and Internal Controls
It is the policy of GFF Impianti srl that all payments and transactions made should be recorded accurately in the relevant books and records of the company, so that the books, records, and accounts reflect in true and fair, reasonable detail, the transactions and dispositions of assets. This principle applies to all transactions and expenditures, whether or not they are significant in accounting terms. It is also the policy of GFF Impianti srl to establish and maintain accounting controls that are adequate and sufficient to provide reasonable assurance that:
transactions are executed only upon general or specific authorization from management;
– transactions are recorded so that financial statements can be prepared in accordance with accounting principles, and accounts are maintained for all company assets;
– access to assets is permitted only upon general or specific authorization from management;
– the value of assets included in the financial statements is compared with assets that actually exist.
Article 12
Personnel training/reporting of violations/disciplinary measures
GFF Impianti srl personnel shall be informed about the anti-corruption laws and the importance of complying with them, as well as compliance with this policy, so that they clearly understand and are aware of the different crimes, risks, personal and administrative responsibilities of the company and the actions to be taken to counter corruption and the possible sanctions, including disciplinary measures, in case of violation of this policy. For this reason, personnel will receive a copy of this policy, and it will be available for use at the resource management office at all times. Personnel shall immediately report to their immediate superior and the Supervisory Board, in the manner and dedicated channels indicated in the Code of Ethics, any direct or indirect request by a public official, or a private individual, for payments, gifts, travel, meals, and hospitality treatment, or expenses of attention, engagement, investment opportunities, personal discounts, or other personal benefits aimed at favoring a public official or a private individual or a family member or person designated by him or her, which are different from the reasonable and bona fide expenses provided for in this policy. The immediate supervisor will be responsible for instructing the personnel involved on the most appropriate course of action. Likewise, any suspected violation of anti-bribery laws or this policy must be reported immediately, to the immediate superior and to the Supervisory Board, through the methods mentioned above. The direct superior, involving if necessary also the Supervisory Board, will consult in order to identify the most appropriate way to proceed and will ensure that communication channels are maintained, documents received are monitored and the results of the reports are reported to the control functions and in particular to the Supervisory Board. Any disciplinary measures that will be taken, in accordance with the HR function, will be taken in compliance with the anti-corruption laws and this policy, as well as in the manner provided by law, collective agreements, contracts as well as Model 231. it is clarified that personnel will not be dismissed, demoted, suspended, threatened, harassed or discriminated against in any way in the treatment
Code of Ethics and Conduct
work, due to the fact that the same has lawfully carried out a reporting activity in good faith pertaining to compliance with this policy or anti-corruption laws.
Article 13
Miscellaneous Provisions
No practice that qualifies as corrupt in nature, including “facilitations payments,” may be justified or tolerated merely because it is “customary” in the business sector or country in which the activity is carried out. It is not permissible to impose or accept any benefit if it can be achieved by compromising the values and principles of the Code of Ethics or by violating applicable regulations and procedures. No recipient of this procedure shall be discriminated against or in any way punished for refusing to engage in a corrupt or potentially corrupt act, even if such refusal resulted in the loss of business or other detrimental consequence to the business. In the event of violation of this policy, the internal procedures referred to herein and/or the applicable regulations, sanctions shall be imposed against those responsible in the manner provided by law, collective agreements, contracts. Any amendments to this policy, as well as the adoption, adjustment of the procedures therein and related are subject to the approval of the Management.
Article 14
Principles to be followed
– GFF Impianti srl is committed to ensuring that the highest standards of business conduct are followed. All employees are therefore required to take an active role in complying with the anti-corruption policy. – Never offer or receive money to obtain or provide an illegal advantage. Make sure you know the intermediaries or other third parties with whom you work and monitor them closely. – Never allocate funds or activities of GFF Impianti srl for political purposes. – Ensure that company records accurately reflect the true nature of transactions; – Do not ignore suspicious, illegal payment items or other signs that destine suspicion of illegal activities or corrupt practices; – Failure to approve this policy could result in significant civil and criminal penalties for GFF Impianti srl, as well as disciplinary action against the company individuals involved, including termination of employment
