Ethical Code
INTRODUCTION
This code of ethics is a set of principles and rules whose observance by employees and collaborators of SPITEK Srl (hereinafter the "Company") is of fundamental importance for the proper functioning, reliability and reputation of the Company. The purpose is to disseminate the values of correctness, loyalty, integrity and transparency that must characterize the actions and behaviors of the subjects who work for the Company. For this reason, the Company undertakes to promote and disseminate knowledge of them, as well as to ensure that the contained therein are respected, intervening, if necessary, with the corrective actions deemed most suitable. This Code of Ethics, which is an essential point of the Company's internal control system and constitutes an integral part of the Organizational Model formalized pursuant to Legislative Decree no. 231/2001, is made up of:
- general principles that characterize the Company's ethics and guidelines that govern relations with all counterparties; - application rules that describe the control system for compliance with the code of ethics and for its continuous improvement. The code of ethics is brought to the attention of the Company's employees of all those with whom the Company maintains business relations through suitable communication tools and is available to the public on the Company's website. Each collaborator of the Company is required to know and comply with the provisions of the Code ; the Company carefully supervises observance of the Code, arranging adequate information, prevention and control tools and intervening, if necessary, with corrective actions.
SCOPE OF APPLICATION
The recipients of the Company's Code of Ethics are the members of the Administrative Body, the Statutory Auditors and/or Auditors, the Employees, the Collaborators who work for the Company and all those who work to pursue its objectives. The recipients of the Code of Ethics abstain from activities, even free of charge, behaviors and acts incompatible with the obligations connected with the relationship maintained with the Company. The Company undertakes, in relations with its counterparties, to inform them of the existence of this Code of Ethics.
PRINCIPLES OF REFERENCE RULES OF CONDUCT
Persons who act to pursue the objectives of the Company operate in compliance with the following inspiring principles: Legality, honesty and correctness: the Company operates in compliance with the laws in force, professional ethics and internal regulations. The pursuit of the Company's interests can never justify conduct contrary to the principles of legality, correctness and honesty. Relations with the Company's interlocutors are based on criteria and behaviors of correctness, collaboration, loyalty and mutual respect. The Company undertakes to adopt useful and appropriate measures so that the obligation to comply with the legislation and with all the regulations in force, as well as with the principles and procedures preordained for this purpose, is adopted and practiced by the recipients of the Code. Transparency and completeness of the information: it is the Company's commitment to inform its interlocutors in a clear and transparent manner about its situation and its performance, without favoring any interest group or individual. Confidentiality of information: the Company ensures the adoption of procedures aimed at guaranteeing the confidentiality of the information in its possession, compliance with the legislation on personal data and refrains from seeking confidential data through illegal means. Confidentiality is considered a fundamental value for the Company. The Administrative Body, the Employees and all those who work to achieve the Company's objectives, may not disclose or abuse confidential or privileged information acquired in the performance of their duties. Conflicts of interest: the Company operates in order to avoid situations where the subjects involved in the Company's activities are, or may appear, in conflict with their own interests. Protection of the environment, safety and sustainable development: as part of its business, the Company undertakes to operate in compliance with the protection of the environment, according to the principles of sustainable development. Impartiality and equal opportunities: the Company undertakes to avoid any discrimination based on age, gender, to sexuality, state of health, race, nationality, political opinions and religious beliefs, in all decisions that influence relations with its interlocutors. Respect for the individual, health and safety: the Company ensures respect for physical and cultural integrity of the person and respect for the dimension of relationships with others. The Company ensures that working conditions within it are respectful of individual dignity and take place in safe working environments. The Company considers the safety and physical and moral integrity of all those who work to achieve the company's strategic objectives to be a fundamental value. To this end, it undertakes to promote compliance with current regulations and observance of company provisions on safety and hygiene at work. The Company does not tolerate requests or threats aimed at inducing people to act against the Law or against the Code, or to adopt behaviors that are harmful to the beliefs and moral and personal preferences of each.
RULES OF CONDUCT
In relation to all corporate stakeholders, the Directors, Managers, Employees and Collaborators must adopt a behavior of loyalty, transparency and reliability, with an absolute prohibition to promise or offer to said stakeholders, directly or indirectly, payments and material benefits of any entity aimed at compensating an act of their office, or to obtain an act contrary to their duties or to the law. The subjects who act to pursue the Company's objectives operate in compliance with the following rules of conduct: Human Resources : Human Capital represents a strategic resource for the Company, through which it is able to develop and guarantee services and create value. To this end, the Company undertakes to enhance its resources by making suitable training tools available to them, ensuring continuous professional growth and the recognition of the result orientation. The Company bases its choices for the selection of personnel on clear procedures , certain and non-discriminatory, in compliance with the employment provisions, in particular in relation to non-EU employees. Upon establishment and for the entire duration of the employment relationship, Personnel receive clear information on regulatory and remuneration aspects and receive the necessary information to adequately carry out their duties. Confidential information concerning Collaborators is treated in a manner suitable for guaranteeing maximum transparency to those directly concerned and inaccessibility to third parties, except for justified and exclusive business reasons. All Company Collaborators undertake to carry out their activities with transparency, diligence and professionalism in compliance with the corporate values of the Code of Ethics. Each Employee protects and safeguards corporate assets with responsible behavior and in line with organizational procedures, and, in relations with colleagues, behaves on the basis of the principles of civil coexistence and in a spirit of full collaboration and loyalty. Each Department Manager of the Company must, with their own behavior, set an example for their direct Collaborators and work to ensure that they understand that compliance with the rules included in the Code of Ethics is an essential part of the quality of work performance. Customers: the Company undertakes so that courtesy, attention, correctness and clarity of communication are distinctive elements in relations with customers. The Company censures any activity aimed at acquiring a job through instruments of improper transfer of values and other utilities, considering the quality of the activity carried out as the only true form of competitive success. When participating in tenders, the Company carefully evaluates the adequacy and feasibility of the services requested, with particular regard to the technical and economic conditions, safety and environmental aspects, promptly pointing out any anomalies where possible. The formulation of the offers will be such as to allow compliance with adequate quality standards, adequate salary levels for employees and current safety and environmental protection measures. The Company resorts to litigation only when its legitimate claims do not find due satisfaction. When conducting any negotiation, situations must always be avoided in which the subjects involved in the transactions are, or may appear, in a conflict of interest. Suppliers: the procurement of goods and services of any kind is carried out on the basis of objective assessments of the quality, utility, price and ability of the Suppliers to guarantee effective ongoing assistance. For all supplies, including work contracts and consultancy, the reasons for the choice and the considerations on the price applied must be reasonably and adequately formalized and documented, in accordance with the provisions of company procedures. Competitors: The Company believes in the free and fair competition and informs its actions to obtain competitive results that reward ability, experience and efficiency. The Company and its collaborators must behave correctly in business of interest to the Company and in relations with the Public Administration. Any action aimed at altering the conditions of correct competition is contrary to the Company's corporate policy and is prohibited for any person acting on its behalf. Under no circumstances may the pursuit of the Company's interest justify conduct by the Company's top management or collaborators that is not in compliance with the laws in force and in compliance with the rules of this Code. Shareholders, Auditors and Statutory Auditors: the Company's relations with the Shareholders, the Auditors and Statutory Auditors are inspired by maximum collaboration, correctness and transparency. To this end, it is absolutely forbidden to provide false or misleading statements to the Members, Auditors and Statutory Auditors. Employees and members of the Administrative Body of the Company undertake to provide the data necessary to guarantee correct and adequate information to the subjects indicated. In particular, the shareholders must share and be involved in the pursuit of the objectives and in compliance with the relative methods, since any unethical behavior causes negative consequences and damages the Company. Public institutions and Supervisory Authorities: the Company's relations with the representatives of the Institutions Public and Supervisory authorities are based on criteria of transparency and professionalism, in a spirit of maximum collaboration aimed at substantial compliance with current regulations. It is absolutely forbidden for all those who work to pursue the Company's objectives to promise or offer, directly or indirectly, to Employees and Officials of public institutions and Supervisory Authorities, payments and material benefits of any size aimed at compensating an act of the their office, or to obtain an act contrary to their official duties. With regard to Representatives or Employees of the Public Administrations, the search and establishment of personal relationships of favour, influence, interference capable of influencing, directly or indirectly, the outcome of the relationship are prohibited. All the information to be communicated to the Public Institutions must be true and correct, compliant with the administrative, accounting and technical conditions of the Company. It is permitted to give gifts of modest value as long as they comply with the procedures established by the Company which provide for adequate forms of authorization by the responsible functions. In any case, the gifts must in no way be considered as aimed at acquiring advantages in an improper way. in compliance with the principles of good faith and with the diligence of a good father of a family. It is absolutely forbidden for company employees and collaborators to access third party archives and databases without formal authorization. International contexts: the Company operates in other jurisdictions and countries in full compliance with local provisions and, if the Italian legislation is more severe, adopting in such contexts such stricter regulations. Judicial authorities: in relations with the Judicial Authorities, each individual who works on behalf of the Company must always and in any case issue truthful statements, regardless of the consequences for the Company. Union and political organizations: the Company does not directly or indirectly favor or discriminate against any organization of a political or trade union nature. The company refrains from providing any direct or indirect contribution, in any form, to parties, movements, committees and political and trade union organizations, to their representatives and candidates, except those due on the basis of specific legal provisions. Environment: the The Company's production activities are managed in compliance with current environmental legislation. When it promotes, designs or entrusts the design of building interventions, the Company carries out or ensures that they are carried out, among other things, all the investigations necessary to verify the possible environmental risks deriving from the intervention and prevent damage. The Company undertakes to disseminate and consolidate a culture of environmental protection and pollution prevention among all its Collaborators and Subcontractors, developing risk awareness and promoting responsible behavior on the part of all Collaborators. Administrative and Accounting Management: the company's accounting is based on criteria of correctness, transparency and completeness. In the accounting records, only truthful entries must be noted, corresponding to the real nature of the transactions entered. All corporate functions are required to provide maximum collaboration so that operating events are represented correctly and promptly in the accounts. Adequate supporting documentation must be kept for each accounting entry that reflects a corporate transaction. This documentation must make it possible to identify the reason for the operation that generated the disclosure and the relative authorisation. Anyone who becomes aware of any form of falsification of accounting records must promptly inform the Supervisory Body. Money handling must be carried out in compliance with the principles of transparency and traceability, in full compliance with current anti-money laundering legislation. Internal Control System: the efficiency and effectiveness of the Internal Control System are a condition for carrying out the Company's business in accordance with the rules and principles of this Code of Ethics. Each addressee of the Code of Ethics is responsible, for the part that pertains to him, for the internal control system and for the compliance of his activity with the principles of the Code and with any company rule or procedure. In particular, each Employee is responsible for the proper functioning of the Internal Control System, within the scope of his role and his competences.
EFFECTIVENESS OF THE CODE OF ETHICS AND ITS VIOLATIONS
Compliance with the company rules and procedures, as well as with the contents of this Code constitute an essential part of the contractual obligations of the workers pursuant to current legislation. Any violation of the provisions contained in the Code of Ethics will therefore be considered by the Company as a violation of the relationship of trust with the same and may constitute a breach of the primary obligations of the employment relationship or a disciplinary offence, with the related legal consequences regarding the preservation of the employment relationship and may, if necessary, lead to compensation for damages resulting from the violation itself. Violations of the Code by members of the Corporate Bodies may lead to the adoption by the competent Corporate Bodies of the most suitable measures envisaged or permitted by law. Finally, violations committed by Consultants will be punishable in accordance with the provisions of the related assignments and contracts. The person responsible for supervising and monitoring compliance with the provisions contained in this Code is the Supervisory Body, set up in compliance with the provisions contained in Legislative Decree no. 231/2001. This body is entrusted with the following tasks: - adapting the contents of the Code to regulatory developments; - supporting the subjects required to comply with this Code of Ethics in its interpretation and implementation.