CODE OF CONDUCT

CODE OF CONDUCT
as of Italian Legislative Decree 231/2001
(TRASLATION OF THE DOCUMENT ISSUED AND APPROVED IN ITALIAN, SOLELY FOR THE CONVENIENCE OF INTERNATIONAL READERS)

CODE OF CONDUCT
INDEX
INTRODUCTION .........................................................................................................3
1. SCOPE OF APPLICATION AND PERSONS SUBJECT TO THE CODE .....................................5
2. OBBLIGATIONS OF EMPLOYEES AND COLLABORATORS ................................................6
3. ETHICAL PRINCIPLES............................................................................................7
3.1 Compliance with the laws and with the rules of conduct.......................7
3.2 Equality and impartiality........................................................................7
3.3 Transparency and reliability..................................................................8
3.4 Onesty, fairness and good faith............................................................8
3.5 Confidentiality.......................................................................................9
3.6 Value of the human resources............................................................10
4. FAIRNESS AND TRANSPARENCY OF CORPORATE INFORMATION...................................10
5. ANTI-MONEY LAUNDERING................................................................................12
6. INTERNAL RELATIONSHIP...................................................................................12
6.1 Discrimination and harassment ..........................................................13
6.2 Behaviors prohibited at work ..............................................................13
6.3 Safety and health at work ...................................................................13
7. RELATIONS WITH THIRD PARTIES..........................................................................14
7.1 Relationships with customers private and public ................................15
7.2 Dealings with suppliers.......................................................................15
7.3 Dealings with public institutions ..........................................................16
7.4 Relations with the public administration..............................................17
7.5 Managing relationship with the indipendent administrative authorities18
7.6 Managing relations with other partners...............................................18
7.7 Relations with political organizations, labour and social .....................18
8. EXTERNAL COMMUNICATIONS ............................................................................19
9. VIOLATIONS AND DISCIPLINARY CONSEQUENCES ....................................................20
10. APPROVAL OF THE CODE OF CONDUCT ................................................................20
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INTRODUCTION
The story begins in the early 1900 when Diego Della Valle's grandfather, Filippo
founded a small shoe factory. In the 70's, a major turnaround: from a family run
business to an industrial company, this happens when Diego Della Valle enters
the firm and leads the development of the business.
Today, Tod’s Group is the operating holding of a Group, amongst the leading
players which produce and sell shoes and luxury leather goods, with the brand
names Tod's and Hogan, dealing also in the casual wear sector with the brand
FAY. The brands of the group, all with their own personal identity, are linked by
the same philosophy, which distinguishes itself for a well-balanced mix of
tradition and modernity, high quality, creativity and functionality.
The high standard of quality met by the products is guaranteed by the strong
craftsmanship involved in every and each phase of the production: every product
is handmade, crafted with techniques of the highest skilled handcraftsmanship.
After various production steps and control phases the product is destined to
become an exclusive and distinguishable object. Every brand includes products
recognized to be "must have" objects as for example, Tod's, Driving Shoe and D
bag and Hogan Traditional and Interactive shoes.
All products are crafted in the Groups' owned factories, a total of 6 for shoes and
2 for leather goods, and in a limited number of specialized laboratories (with
which the Group has bonded long term business relations). The buying of
materials, the supervision of all the production phases and the control of the
finished products, are centralized at the headquarters - this is done for all of the
products as well as for the ones created in the external laboratories.
The company, facing the compliance and effectiveness of its internal control
system with reference to the requirements of Decree 231/2001, considered it
appropriate to collect and publish all those values and principles that have always
distinguished the company's activities, relationships with employees, co-workers,
customers, suppliers, shareholders, partners and Public Authorities, in a word all
those who are in a business relationship with the Group.
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The company, determined to ensure fairness in the conduct of its affairs and its
business activities, and to safeguard its image and reputation, has chosen to
comply with the prescriptions of Legislative Decree June 8, 2001, no. 231
(hereinafter also the "Decree"), which introduced into Italian law the concept of
the administrative responsibility of companies in relation to a range of predefined
criminal offences committed by persons within the company with roles of
representation, administration or management or by persons subject to the
management or supervision by such persons.
The company is aware that the adoption of a Code of Conduct, which enounces
in a clear and transparent way all the values that inspire the achievement of its
business objectives, is of a central importance for the proper performance and
management of its activities. The Code is also an integral component of the
Organizational and Control Model that Tod’s Group is called on to adopt, in
accordance with the Decree, for the prevention of offences provided in the
Decree itself.
Accordingly, this document (hereinafter the "Code of Conduct") was approved by
the Board of Directors of Tod’s Group which has undertaken to ensure that it is
adopted on as widespread a basis as possible and that compliance with it
becomes an essential condition for the proper functioning of the Group, to
safeguard its reliability and reputation and to achieve ever greater customer
satisfaction. All of these factors contribute towards the current and future
success and development of the Company.
All employees and those who cooperate in carrying out activities of Tod’s Group
are expected to know the Code of Conduct to its observance and are called upon
to play an active role in ensuring that it is complied with. For this purpose, the
Company undertakes to ensure that the Code is distributed as widely as possible,
also through the use of means of information and training to raise awareness of
its content.
The Company, also through the monitoring body (hereinafter "Supervisory
Board") set up pursuant to Decree, supervises on the compliance with the rules of
conduct contained in this Code.
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1. Scope of application and persons subject to the
Code
Tod’s Group bases all actions, operations, dealings and transaction undertaken in
the course of its business activities on the ethical principles and rules of conducts
set out in this Code.
This Code contains the guiding principles of Tod’s Group, and is binding on all
those who, within the Group companies, carry out functions of representative,
administration or management, exercise, even in fact, management and control
thereof, or who cooperate and collaborate with it in any way, in pursuit of its
business goals, all employees without exception, personnel (e.g. consultants,
agents, representatives, brokers, etc.) and anyone who has business dealings with
the Group (hereinafter the "Persons subject to the Code").
The Persons subject to the Code must be aware of the provisions of this Code of
Conduct and employees of the Group Companies are also asked to contribute
actively to its strict observance.
In particular, the members of the Boards of the Tod’s Group are required to be
guided by the principles of the Code of Conduct, in establishing the objectives of
the company, in proposing and implementing projects, and any decision or
action on the management of the Group. Similarly, leaders and managers of
corporate functions, to give practical form to the direction of the Company, must
be guided by the same principles, both inside and thereby strengthen cohesion
and a spirit of mutual cooperation, both in relation to third parties with whom the
company enter into relationship.
For this propose the Code of Conduct will be also brought to the attention of
employees, business partners in business relations and entertain anyone with
Tod’s Group business relationships. Tod’s Group undertakes to ensure that the
Code of Conduct is distributed as widely as possible, also through the use of
means of information an training to raise awareness of its content.
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2. Obligations of employees and collaborators
Employees of Tod’s Group shall performing their duties in accordance with the
principles of honesty, integrity, commitment and professionalism and operate in
the conduct of their activities, in accordance with the laws in force.
Every action, transaction, negotiation and, more generally, any activities carried
out by employees of Tod’s Group, must conform to the rules of correct
management, transparency, completeness and accuracy of the information, and
company procedures.
The criteria for cooperation, loyalty and mutual respect should orientate the
relations among employees at all levels, and between these and third parties with
whom they are a business relationship.
Employees are required to:
diligently observe the provisions of the Code of Conduct and refrain from
any conflict behavior;
report to the Supervisory Board any suspected violations of this Code of
Conduct that occurred during business activities;
cooperate fully with the investigation of any possible and/or suspected
violations of this Code of Conduct;
inform third parties with which they have business dealings about the
provisions of the Code of Conduct and request compliance.
Even individuals who cooperate with Tod’s Group (e.g. consultants, agents,
representatives, brokers, etc.) and anyone associated with Tod’s Group business
relationship are required to comply with the principles contained in the Code of
Conduct.
Tod’s Group undertakes to treat , also through exposure in message boards
accessible to all staff and publication on the website of Group Tod 's, maximum
distribution of the Code of Conduct and to provide for and impose, with
consistency, fairness and uniformity, proportionate penalties for breaches occur,
and in any event comply with the existing provision on regulation of labour
relations.
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3. Ethical principles
In order to achieve its objectives, Tod’s Group believes in, accepts and complies
the following ethical principles (hereinafter also the "Principles"):
compliance with laws and regulations of those countries with Tod’s Group
works and compliance with the strictest rules of behavior, mainly in
dealings with the public authorities;
equality and fairness in the treatment of employees, collaborators and
customers;
transparency and reliability;
honesty, fairness and good faith;
confidentiality;
value of the person and of human resources.
The principles which should govern the activity of Tod’s Group and observe the
behavior of Persons subject to the Code are better detailed below.
3.1 Compliance with the laws and with the rules of conduct
Behaviors of Persons subject to the Code, in the activities undertaken on behalf of
or in the interests of Tod’s Group, are inspired to honesty and legality, according
to the laws.
3.2 Equality and impartiality
In the management of the various business activities and in all its decisions
(including the customers selection, personnel management and the organization
of work, the selection and vendor management, relations with the Public
Administration and their Authorities, etc.), Persons subject to the Code must
conduct themselves in an impartial manner in the best interests of the Group
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making decisions professionally and objectively based on neutral and objective
evaluation criteria.
3.3 Transparency and reliability
All of the actions, operations, negotiations and, more generally, the conduct of
those subject to the Code shall be based on the utmost transparency, correctness
and reliability.
When managing the business, those subject to the Code shall be required to
provide transparent, truthful, complete and accurate information.
Tod’s Group promotes and spread all around the company, the culture of control,
raising its employees on the importance of the system of internal controls and
respect in the performance of work activities, regulations and company
procedures.
Tod’s Group, through persons in charges, collaborates with the Board of Statutory
Auditor and the Audit Firm for the conduct of their duties.
3.4 Honesty, fairness and good faith
Persons subject to the Code, must refrain from carrying out activities which are
contrary to the interests of the Company, aware that adherence to the interests of
the Group shall not in any way justify conduct conflict to the principles of the
Code of Conduct.
In the conduct of activities, must be avoided situations where the parties involved
in transactions are or may be in conflict of interest, i.e. the situation in which the
person pursues an interest other than that of the company enters into
transactions or activities which may interfere with his ability to take decisions in
the exclusive interest of Tod’s Group, or personally benefit from business
opportunities of Tod’s Group.
In cases of conflict of interest, Persons subject to the Code must inform without
delay their responsible or corporate officer, subject to any decisions to be taken
in respect of each company.
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Tod’s Group firmly believes that fair and health competition makes a positive
contribution to the pursuit of its corporate mission. Accordingly it complies with
competition rules and does not engage in or encourage conduct that could lead
to forms of unfair competition.
All activities Tod’s Group activities must be conducted with commitment,
diligence and professionalism in a spirit of mutual respect and collaboration.
Persons subject to the Code are required to carry out their activities, with an
adequate commitment given the nature of the duties and the responsibilities
entrusted to them, thereby protecting the image and reputation of Tod’s Group.
3.5 Confidentiality
Tod’s Group considers confidentiality an essential and fundamental rule for all of
its actions. The company ensures the confidentiality of the information in its
possession and not use sensitive data, except in the case of express and informed
permission and, in any case, always in strict observance of the Privacy law.
Under the relations with Tod’s Group and with his third parties, Persons subject to
the Code must refrain from using confidential information, which has come to
their knowledge by reason of their role and/or profession, for personal purposes
or for any reason unconnected with their professional duties.
No employee or collaborator may gain a direct or indirect, personal or financial
benefit from the use of confidential information, neither communicate such
information to others or recommend or induce others to use them.
Communication to third parties of information must be done exclusively by
authorized personnel and in accordance with company procedures.
Tod’s Group always applies and updates policies and procedures for protecting
information.
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3.6 Value of the human resources
Tod’s Group protects and promotes the supreme value of the human person, not
to be discriminated against on the basis of age, sex, sexual orientation, race,
language, nationality, political and trade union opinion, religious beliefs.
For Tod’s Group human resources are an indispensable and precious value to its
existence and future development.
Merit based assessment criteria have been adopted so as to exploit the skills and
abilities of all employees and equal opportunities are guaranteed to all.
Moreover Tod’s Group undertakes to ensure that the authority is exercised with
fairness and correctness, avoiding any abuse. The authority must never turn into
exercising undignified power and autonomy of employees and collaborators. The
choices of the work organization must safeguard the value of employees and
collaborators.
Tod’s Group guarantees the physical and moral integrity of its employees and
collaborators, working conditions which respect individual dignity and safe and
healthy workplaces or threats designed to induce people to act against the law
and the Code of Conduct, or to adopt behaviors damaging of beliefs and moral
and personal preferences of each are no tolerated.
4. Fairness and transparency of corporate information
All actions, operations and transactions must be correctly recorded in the
accounting system in accordance with legal requirements and applicable
accounting principles and must also be properly authorised, verifiable, legitimate,
consistent and reasonable
To ensure that the accounts meets the requirements of truth, completeness and
transparency of recorded data, for each operation must be kept on record by
Tod’s Group adequate and complete supporting documentation of the activity, to
allow:
the accurate recording of accounts;
the immediate identification of the characteristics and underlying reasons
for the operation;
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the timing and details of the operation can readily be reconstructed;
decision making, authorisation and implementation processes can be
audited and the various levels of responsibility identified.
Each employee and collaborator shall perform their duties in order to ensure that
any matters relating to the operations of the Group companies are recorded
accurately and promptly in the accounting records.
Each book entry must reflect exactly the contents of the related supporting
documentation. Therefore, it's up to each employee and collaborator make the
support documentation easily available and sorted according to logical criteria.
Tod’s Group promotes and spreads all around the company, the culture of
control, raising its employees on the importance of the system of internal
controls and respect in of regulations and company procedures, in order to:
verify the adequacy of the different business processes in terms of
efficiency, effectiveness and cost-effectiveness;
ensure the reliability and correctness of the accounts and safeguarding of
corporate assets;
ensure compliance with the accounting and tax fulfillment to law and
internal procedure of Tod’s Group.
The internal control systems include all the control activities that individual
business functions carry out on its processes, in order to protect business assets,
manage effectively the social activities and provide clear information about the
balance sheets, economic and financial statement of Tod’s Group, as well as all
those activities concerning the risks identification and mitigation.
Employees and collaborators are required, within their competences:
to actively work for the smooth and effective of the internal control
operating system;
to responsibly guard the company assets, whether tangible or intangible,
instrumental to the activity, and not to misuse them.
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Company departments in charge and the Supervisory Board is guaranteed free
access to data, documentation and any information relevant to the conduct of
monitoring activities.
5. Anti-money laundering
Persons subject to the Code should not, in any way and under any circumstances,
be involved in events related to money laundering, of money derived from illicit
or criminal activities.
Prior to establishing relationships or concluding contracts with not occasional
suppliers and other business partners, the company and its employees and/or
collaborators will have to be sure about the moral integrity, reputation and good
name of counterparty.
The Company undertakes to comply all law and regulations, both national and
international, on money laundering.
6. Internal Relationship
Tod’s Group recognizes the importance of human resources in the belief that the
most remarkable success factor of any business, is guaranteed by the professional
contribution of the people that work in loyalty and mutual trust.
Tod’s Group recognizes that the essential principles for its corporate philosophy,
in line with the international organization, are: respect for the work, the
professional contribution and commitment of everyone, respect of the different
opinions, regardless of seniority and experience, and the power of ideas.
Tod’s Group ensures equal opportunities at all levels of the organization, under
criteria of merit and without discrimination.
Employees and collaborators are requested to undertake and to act loyally by
ensuring the benefits payable and the commitments of the Company.
In the awareness that professionalism is a value that you achieve with practice
and experience and specific training, Tod’s Group recognizes the influence that
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this process receives from the senior professionals and promotes the transfer of
their knowledge and their professional attitude to younger staff.
Tod’s Group is pursuing the enhancement of professionalism, promotes
individual aspirations, expectations, learning and professional growth of each
staff.
6.1 Discrimination and harassment
Tod’s Group does not accept any discriminatory conduct, nor any form of
harassment and/or personal or sexual offense. Tod’s Group is committed to
providing a work environment that prevents all forms of discrimination and
harassment on race, sex, religion, nationality, age, sexual orientation, disability or
other personal characteristics not relevant to the work.
6.2 Behaviors prohibited at work
Workplace strictly forbidden any illegal conduct or any form of abuse, threats or
attack to people or company assets.
The employee are required to report on such behaviors and, however, any
suspected violation of standards, guidelines or procedures, to their manager who
will report, with appropriate guarantees of confidentiality, the Human Resources
function, which, after completing the necessary verifications and evaluations, will
play an advisory role to the Board of Directors, providing an opinion on measures
to be taken.
6.3 Safety and health at work
Regarding its core business, Tod’s Group guarantees working conditions in
respect of individual dignity and ensures safe an healthy working environments,
in compliance to the and safety and health law.
Strongly promotes the safety culture and awareness of the risks related to work,
requiring everyone, at every level, responsible and respectful behavior of the
security system and all company procedures which shall be an integral part.
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Each employee, collaborator and anyone who works at the company offices and
production sites is called to personally contribute to the maintenance of safety
and quality of the working environment, by following the security system and all
company procedures.
Tod’s Group undertakes:
to establish secure procedures to protect the health of its workers and the
community that surrounds its headquarters, aligning its operational
strategies to compliance with company policy on safety, health and
environment;
to ensure the training and information to all the employee in the offices
and in the product sites owned by Tod’s Group, on risks to safety, giving
them the instruments and personal protective equipment required by the
legislation, with regards to the activity carried out;
to periodically review and to continuously monitor the performance and
efficiency of the system at control of risks to safety, to maintain safe the
integrity of its staff, and to achieve the continuous improvement prefixed
by Tod’s Group on safety, health and environment.
7. Relations with third parties
Tod’s Group is careful to develop a trust relationship with all its possible partners,
e.g. individuals, groups or Institutions whose input is needed in order to pursue
its corporate mission, as well as with employees, customers, suppliers, business
partners, public institutions, market and political organizations, Trade Unions,
whose interests may be directly or indirectly influenced by the activities of the
company.
In carrying out all activities, Tod’s Group conforms to the principles of fairness
and correctness, requiring all partners on his behalf behaviors honest, transparent
and complying with the laws in each relation that they conduct, not accepting
corrupt and/or collusive conduct, or favour not due.
Tod’s Group, in the awareness of the relevance of the rendered services, ensures
the transparency of its operations and their behaviors.
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It is prohibited to the employees and collaborators of giving/offer and/or
accept/receive gifts, benefits and/or any other utilities, personnel and not, during
their activities, such as to lead even the suspicion of having acted in the interest
and on behalf of the company, except for the gifts of modest value related to the
normal relations of courtesy or commercial practices.
7.1 Relationships with customers private and public
In line with the fundamental values which are carriers and aware that each
customer has different needs and expectations and that each represents,
however, an opportunity for growth, Tod’s Group imprints relationships with all
customers, private or public, with the principles of integrity, honesty, fairness,
respect and mutual trust, as well as professionalism, independence and fairness.
Relationship with Public Administrations, Public Entities, also economic, public
firms of local, national or international (hereinafter referred to as the "Public
Administration"), must involve flexible rules to more stringent than the laws and
comply with the principles of honesty, fairness and transparency and existing
internal procedures.
The company also provides that the personnel responsible for the negotiation
and management of the contractual relations with the Public Administration
established the truthfulness and correctness of declarations the same yields, with
particular reference to information relating to financial data.
7.2 Dealings with suppliers
Similarly, Tod’s Group maintains vendor relationships with loyalty, fairness,
professionalism, encouraging ongoing collaborations and solid, trust and lasting
relationships.
Selection of suppliers and the determination of conditions of purchase and
services are made on objective and impartial assessments, based on quality, price
and assurances.
The company observes the following principles:
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the purchase is remitted to an dedicated Office;
the company does not practice or endorse any form of "exchange" with
suppliers: the goods/services that Tod’s Group sear, chare preselected and
purchased exclusively on the basis of their value in terms of price and
quality;
any negotiation with a vendor, actual or potential, should cover only
goods and services traded with the supplier;
the staff responsible for procurement of goods and services, must not
suffer any form of pressure, from suppliers, for the donation of goods,
products and/or sums of money for charity/solidarity associations or
similar.
Commitments and the management of relations with suppliers, actual or
potential, should be conducted in compliance with the company policies
regarding conflict of interest.
7.3 Dealings with public institutions
Relationships with public institutions, national, community and/or international,
as well as with public officers or institutions that represent them, e.g. agents,
representatives, members, employees, consultants, entrusted with public
functions, of public institutions, of supervisors and/or other independent
administrative authorities, must involve flexible rules to more stringent than the
laws in force; These relationship are released only to personnel authorized by
powers of attorney granted by the company.
Tod’s Group undertakes to maintain in respect of the public institutions and
personnel listed above, an attitude of collaboration, based on maximum
transparency and fairness.
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7.4 Relations with the public administration
Relations with public officials responsible for public service and with public
and/or private contributions that provide public services, health professionals,
hospitals, (hereinafter “Government”) and, in any event any public relationship,
must always be guided by the strictest compliance with the applicable law, the
principles of transparency, honesty and fairness, and can in no way compromise
the integrity and reputation of Tod’s Group.
Managing relations with the public administration shall be reserved exclusively to
authorized functions.
Dealings with the public administration, the company shall not improperly
influence decisions of administrative bodies concerned, in particular officers
dealing or decide on behalf of same.
During a negotiation or a business, commercial, also with the public
administration, either in Italy or other countries, Tod’s Group shall abstain from
behaviour conflicting to the principles set out above, including but not limited to:
offer or grant opportunities and/or trade benefits to the public
administration personnel, or their families, involved in the negotiation or in
the relationship;
offering or receiving gifts or other benefits, except in case of commercial
acts of courtesy and of low value;
provide false information or omit to communicate relevant facts, where
required by the public administration.
In the relationship with the public administration, either in Italy and abroad, is not
allowed to representatives and/or employees of the company give, or offer, either
directly or through third parties, money or other benefits of any kind and entities,
be they public officials, government representatives, civil employee or private, to
compensate or repay them by an act of their work, or to achieve or delaying the
execution of an act contrary to the duties of their work.
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7.5 Managing relationship with the indipendent administrative
authorities
Tod’s Group undertakes to strictly observe public enforcement authorities rules
(e.g.: Data Protection Authority, etc.) for the observance of the laws of sectors
connected with its activity.
The Persons subject to the Code must undertake to comply with any request
coming from the Independent Administrative Authorities and to provide full
cooperation during the procedures of inquiry.
To ensure maximum transparency, Tod’s Group undertakes not to reside with
officials/employees of independent administrative authorities or their families in
situations of conflict of interest.
In the relationship with those authorities, shall not be allowed any gift addressed
to acquire favors connected to Tod’s Group. This rule involves gifts promised or
offered both those received, whereas for gift any type of benefit.
7.6 Managing relations with other partners
Relations of Tod’s Group with private entities, such as ONLUS and other nonprofit
entities, are to be governed by the strictest compliance with the law and
shall not compromise the integrity and reputation of Tod’s Group.
The assumption of obligations and relationship of any kind, with private entities,
shall be reserved exclusively to authorized business functions in accordance with
the powers of attorney, job description and company procedures.
7.7 Relations with political organizations, labour and social
Tod’s Group contributes to the economic well-being and growth of communities
where it operates. To this end, Tod’s Group, uniforms its activities, respect local
and national communities, favoring the dialogue with associations of trade
unions or other nature.
The company imprints its relationship with political parties, or their
representatives or candidates, to the more stringent than the laws and corporate
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policies.
Tod’s Group promotes and supports social, sporting, cultural and humanitarian
activities, by supporting foundations, institutions, organizations and bodies
engaged in the pursuit of social, cultural activities and, more generally, the
improvement of living and to disseminate a culture of peace and solidarity. The
payment of such contributions shall be made in compliance with regulations and
be properly and adequately documented.
The company does not endorse or have any kind of relationship with
organizations, associations or movements involving, directly or indirectly, illegal
or criminal intent, and prohibited by law.
8. External communications
Each external communication of documents and information regarding Tod’s
Group or other entities with which it relates, must be in compliance with
applicable laws, regulations and practices of professional conduct. Is prohibited:
the disclosure of any "price sensitive" information acquired in carrying out
business activities;
the dissemination of false news or tendentious inherent Tod’s Group or
other entities with whom the company relates its activities;
all forms of pressure aimed at acquiring attitudes of favour organs of
communication/information to the public.
To ensure completeness and consistency of information, the relationship with
mass media shall be reserved exclusively to authorized personnel.
The content of the information concerning products should always be
documented or demonstrable. This does not apply to claims exaggerated,
universal and hyperbolic assertions, and comparisons not demonstrable and
without a clear objective basis.
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9. Violations and disciplinary consequences
All employees and collaborators, as they discover violations of this Code of
Conduct or conduct that fail to comply with the rules of conduct adopted by the
company should inform without delay the referent enterprise and/or bodies
vehicles established by the law. These bodies will verify the correctness of
supposed violations, interviewing the person having notified and/or the
supposed author.
Must also be sent the information for official acts arising from the provisions of
Decree 231/2001 (e.g. measures by the judicial police, legal assistance requests
made by executives and/or by employees in case of judicial proceedings, etc.).
Compliance with the Ethical Code shall be considered an essential part of the
contractual obligations of Group employees in terms of Article 2104 of the Italian
Civil Code and under the employment law regulations that apply to them.
Consequently, any breach of the Ethical Code may constitute a failure to fulfil
employment obligations and/or a disciplinary matter in terms of the applicable
regulations – in Italy, under the procedures set out in Article 7 of the Workers’
Charter and the applicable collective labour agreement – leading to legal
consequences, possibly involving the continuation of the employment
relationship itself. Compensation for any damage caused might be required.
10. Approval of the Code of Conduct
This Code of Conduct was approved by the Board of Directors of the Company.
Any changes and/or updates will be approved by the Board and promptly
disclosed to the Persons subject to the Code.
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