Ethical Code CILIA ITALIA SRL

Preamble
This Code of Ethics represents the set of rights, duties, and responsibilities of Cilia Italia Srl towards a wide range of subjects ranging from employees to suppliers to partners.

General Provisions

Purpose of this Code
This Code aims to recommend, promote, or prohibit certain behaviors, beyond and independently of what is provided for at the regulatory level, applying sanctions proportionate to the type of infraction committed.

Approval of this Code
This Code is approved by the company’s top governing body.
This Code regards recommendations and behaviors related to unlawful conduct potentially related to the cases indicated in legislative decree no. 231/01, for which reason the update of the Model must also entail an evaluation of the provisions contained herein.
It is also represented that this Code can also disregard the cases indicated in the said legislative decree in the sense that further ethical principles related to facts, conduct, and crimes not dating back to Legislative Decree no. 231/01 but for which Cilia Italia feels it must formalize further ethical guidelines.

Recipients

The provisions contained in this Code are binding for the following categories of subjects:

A. Corporate bodies of Cilia Italia;

B. Personnel of Cilia Italia;

C. Consultants and Professionals of Cilia Italia;

D. Suppliers of Cilia Italia;

E. Contractors and Subcontractors.

The provisions contained in this Code are part of the contractual obligations provided for employees under Article 2104 of the civil code.

 

Specific Provisions

  1. Cilia Italia’s fundamental principle of action is the respect for existing laws and regulations.

This principle ensures that all company personnel commit to complying with current regulatory and normative provisions. The operational explanation of this assumption is that business development is inspired by conduct of:

  • correctness;
  • transparency;
  • compliance with normative, regulatory, and ethical provisions.

In light of the importance of complying with laws and regulations, it must also be respected by the following subjects with whom the Company has relationships:

  • Consultants and Professionals;
  • Suppliers;
  • Contractors and subcontractors.

It will not be possible to start any relationship if the aforementioned do not align with the principles mentioned. To this end, employees must be aware of the laws and consequent behaviors to maintain; if there is any doubt about how to proceed, the Company through the top governing body or personnel delegated by it must inform its employees adequately and traceably.

  1. Correctness in the approach to the reference market

Cilia Italia (top governing body, personnel, consultants, etc.) must maintain correct, transparent, and legal behaviors in conducting business regardless of the significance of the deal being or that could be handled. In particular, Cilia Italia, in its relationship with public bodies and companies participated by them, commits to the total respect of ethics firmly opposed to corruptive or facilitating policies, requesting on this front the utmost commitment from all recipients of this Code also in reference to the presentation of reports to the Supervisory Body provided for by the Model 231/01 adopted by Cilia Italia. Regarding the development of its business, if Cilia Italia constitutes or participates in Temporary Business Associations, a consortium, a joint venture, or similar, it will be necessary:

  • to establish relationships only with partners or other members who enjoy a respectable reputation and are engaged only in lawful activities;
  • to conduct the aforementioned relationships in obedience to the principles of:

correctness; transparency; compliance of conduct with normative, regulatory, and ethical provisions

  • to respect the normative and regulatory provisions in force, the Code of Contracts, the ethical principles contained in this Code;
  • to ensure the transparency of agreements, avoiding the signing of any secret pact or agreement and/or contrary to the law;
  • to report immediately to the OdV provided for by Art. 6 Legislative Decree no.231/01 any behavior by companies that are part of the ATI and the consortium, the joint venture and similar, of a partner or a member that seems to be not in accordance with the ethical principles of this Code, further reporting obligations to third parties provided for by laws and/or regulations.

In the relationship with public employees, Cilia:

  • prohibits personnel from engaging in, collaborating with, or causing the realization of behaviors that, taken individually or in the particular context in which they are placed, constitute or may constitute, directly or indirectly, crimes against public administration;
  • firmly prohibits corruption of any person who performs tasks for the public administration or who carries out their activity for companies participated by public entities or who has or undertakes relationships with the subjects referred to in Art. 2635 c.c.;
  • clearly prohibits any payment to public personnel to facilitate the performance of acts even if they were legitimate in themselves;
  • prohibits any form of gifts, representation expenses, or hospitality made towards personnel belonging to the public administration, people belonging to companies participated by it or their family members, as well as the subjects referred to in Art. 2635 c.c.

With this in mind, by way of example, it is not possible, directly or through third parties, at any time, to offer to personnel of the public administration or companies participated by them:

  • meals (lunches or dinners);
  • offer entertainment shows of any value and nature;
  • offer or give upon request[1] goods of any value and nature even if they are company goods;
  • proceed with invitations[2] unless all the following requirements are met:

A. public events; B. relate to a work carried out in collaboration with the administration of the public employee’s affiliation or special occasions (e.g., opening of a new headquarters) after the OdV checks the conformity of the request with the principles and provisions of this point. C. be officially made to the Public Administration by the top governing body, which is the only subject authorized to decide on invitations to personnel of the public administration or companies participated by it.

The procedure referred to in points A, B, and C also applies to invitations to the subjects referred to in Art. 2635 c.c.

  • prohibits any conduct aimed at influencing with illicit purposes and/or methods (with promises, gifts, or offers) the public employee or the private individual referred to in Art. 2635 c.c. in order to obtain an actual or imminent advantage for the Company or even if such conduct is carried out only in the interest of Cilia Italia. In the context of its activity, Cilia Italia is inspired by the principle of protecting and safeguarding the environment and public health. Furthermore, the Company promotes social, economic, and employment development in compliance with internationally recognized standards and rights concerning the protection of fundamental rights, non-discrimination, protection of children, prohibition of forced labor, protection of union rights, health and safety at work, working hours, and remuneration. 

Obligations

Cilia Italia binds the recipients of this Code, when acting for Cilia, to:

  • conduct their relationship with public employees or private individuals with the utmost transparency, correctness, and legality;
  • conduct commercial relationships with the utmost transparency, correctness, and legality;
  • refuse any request for possible corruption advanced by the public employee, reporting the situation;
  • conduct relationships with the subjects referred to in Art. 2635 c.c. transparently, with lawful purposes, and only if there is a business need to contact them.

    Procurement Management

    Public procurement represents an important sector for Cilia Italia, which is why it is necessary that the company processes involving relationships with the public administration are conducted in the most total and unconditional spirit of ethics, legality, transparency, and correctness. Any deviation from this path results in very serious consequences for the Company: the illicit behavior of one affects all people who directly or indirectly work for Cilia Italia or are associated with this company. As a result, particular attention is required from all people who are part of the Company in the lawful and transparent conduct of every action taken towards public personnel or companies participated as well as towards the subjects referred to in Art. 2635 c.c. In managing tenders, from the decision to participate to the conclusion of the service, all Cilia Italia personnel involved at various levels and with different tasks must relate to the personnel of the public administration or with the personnel of companies participated by it with transparency, correctness, in full and unconditional principle of the legality of their actions, observing the ethical and behavioral provisions of this Code and the Model 231/01 to which they are subjected. Given the above, the personnel involved in processes relating to participation in tenders with public entities or companies participated by them must:

    • ensure the relationship with the contracting station is based on clarity and correctness principles;
    • transmit to the contracting station all requested data, taking care that they are truthful and complete;
    • maintain relationships with the personnel of the contracting station based on clarity and correctness to avoid any behavior that may negatively impact the performance of public activity. Cilia Italia requires its partners, in the relationships maintained on behalf of the same, to report to their OdV and to the Contracting Station any attempt at disruption, irregularity, or distortion in the tendering phases and/or during the execution of the contract. The Company also reports any abnormal request or demand by the employees involved or anyone who may influence decisions related to the tender or contract and its execution.

    3.All operations and transactions must be correctly recorded, authorized as well as verifiable, legitimate, consistent, and reasonable.

    Every operation of the Company must have adequate recording also to allow for a verifiability of the decision-making process, authorization, and execution. Operations must have adequate documentary support from which it is possible to ex post verify the characteristics and motivations of the operation and identify who authorized, carried out, recorded, verified the operation itself.

    Cilia Italia personnel must also maintain:

    • a correct, transparent, and collaborative behavior, in compliance with legal norms, the aforementioned accounting principles, in the preparation of the balance sheet, reports or social communications, and other information obligations required by law, directed to shareholders, including prospectuses and attachments, as well as in the activities instrumental to or connected with them, of the registrations and accounting closures and the management of related documentation, in order to provide shareholders and third parties with truthful and correct information on the economic, equity, and financial situation of the company;
    • maintain a correct, transparent, and collaborative behavior, in compliance with legal norms, in the preparation of all communications, and in the fulfillment of other information obligations required by law, towards Auditors, in order to ensure them truthful, correct, and complete data, information, or news;
    • strictly observe all the norms set by the law to protect the integrity and effectiveness of the share capital, in order not to damage the guarantees of creditors and third parties in general; in particular, strictly observe the aforementioned norms in case of operations of increase or reduction of the share capital, distribution of profits or advances on profits, creation and allocation of reserves, operations on shares or quotas or other extraordinary operations;
    • ensure the regular functioning of the Company and the Social Bodies, guaranteeing and facilitating any form of internal control on social management provided for by law, as well as the procedure of free and correct formation of the will of the shareholders’ meeting.

    4.Obligations for Professionals

    The consultants with whom Cilia Italia maintains relationships, whether they are individuals, companies, or associated firms, are required to observe not only the existing normative and regulatory provisions but also the deontological ones existing for their sector of belonging. Cilia Italia will immediately terminate the existing relationship, enforcing the express termination clauses inserted in the contractual relations, if a conduct in the interest or to the advantage of the Company is carried out in violation of the law, regulations, the Code of Ethics. It will be necessary to draft the agreements in writing, which must be stipulated before the start of the activity. Cilia Italia informs the subjects under examination of its attention to ethical provisions and that the counterpart’s commitment to the Company’s ethical code is necessary for the conduct of the relationship. In case of violation of the provisions contained in the Code, the termination of the contract must be provided for.

    1. Relationships with suppliers, contractors, and subcontractors

    In relation to relationships with suppliers, it will be necessary to observe the internal provisions for the selection and management of relationships with suppliers also to have feedback about their reliability and professionalism. In relation to the relationships with the subjects under examination, it will be necessary:

    • not to maintain commercial relationships with subjects (physical or legal) whose membership in criminal organizations is known or suspected or otherwise operating outside the law, such as, by way of example but not limited to, persons linked to the environment of money laundering, drug trafficking, usury, etc.;
    • make purchases only from suppliers who have been previously evaluated considering their ability to meet the requirements of the contract, including those of quality;
    • ensure that the purchase documents contain the necessary information to clearly define the ordered products and the prescriptions applicable to them, as well as their compliance with safety provisions;
    • request the participation of several suppliers to participate in the purchase request;
    • offers are correctly evaluated from a technical, qualitative, and commercial point of view;
    • not to make purchases of products or goods that, due to their sales methods or the amount of their price, may even just give rise to the simple doubt of being the object of a previous crime. In case of violation of the provisions contained in the Code, the termination of the contract must be provided for. If, on the other hand, Suppliers, contractors, and subcontractors receive illicit requests from Cilia Italia personnel (Top governing and control bodies, employees, and consultants) or otherwise not in line with the ethical principles contained in the Code of Ethics, they must communicate it immediately to the Supervisory Body of Cilia Italia.
    1. Sponsorships

    Sponsorships made by Cilia Italia can be made towards subjects that offer a guarantee about their actual interest in the organization of the event for which sponsorship is requested. The activity must also regard activities related to sports, art, entertainment, environment, social.

    1. Corporate Law Acts

    Cilia Italia requires and monitors to ensure the transparency, rigor, and correctness of economic and financial operations, accounting, tax, and all activities of a corporate nature carried out by the Company; the integrity of the share capital; the participation of shareholders in the decisions pertaining to them as well as the controls recognized to them by the normative provisions; the position of the Company’s creditors; the activity of control.

    In particular, it requires personnel and external consultants to perform their tasks with professionalism, attention, respect for normative provisions, and the statute of Cilia Italia.

    1. Accounting

    Accounting registrations must be based on the principles of truthfulness, completeness, and correctness. All accounting operations must be supported by suitable supporting documentation to allow the reconstruction of the entire operation and make it impossible to set up black funds through the use of passive invoices. The documentation must be filed in an orderly manner so that it can be easily controlled.

    1. Informatic Resources

    The hardware and computer resources of Cilia Italia can be used exclusively for business purposes or for lawful and legitimate uses. Access to public computer systems can only occur by authorized personnel and for lawful purposes related to the performance of functional or professional tasks. The use of unlicensed software is absolutely prohibited. It is absolutely forbidden to illegally modify the hardware parts of the computer components present in the company.

    1. Employment Relationship and Relationship with Trade Unions

    Employment relationships must be based on the respect for existing laws and regulations; among these, the Workers’ Statute and the provisions of the applicable collective agreements are of relevance. The employed workers must comply with existing provisions, as the Company does not tolerate the employment of unregistered personnel or with remunerations not corresponding to those provided for by law or responding to the real and effective working situation; the definition of worked hours must correspond to the actual with a real division between hours worked, overtime, business trips, etc. For the hiring of personnel from non-EU countries, the Company pays attention to verifying the provisions of the consolidated text referred to in Legislative Decree no. 286/98, this in order not to carry out any activity aimed, even unintentionally, at facilitating the illicit entry into Italy of workers. As for the relationships with Trade Unions, these are carried out with loyalty and in the interest of workers, avoiding at the same time any form of pressure or conditioning. Cilia Italia commits to respecting the provisions related to the correct, lawful, and legitimate employment of personnel in full adherence to sector norms.

    1. Safety and Health in the Workplace

    The protection of safety and the health of workers is at the top of Cilia Italia’s priorities. The Company is committed to maintaining a work environment attentive to safety; to this end, the Company is required to inform all employees about the conditions imposed by law, as well as the practices and procedures, adopted by the same, in matters of safety and health. Employees, in turn, commit to respecting the conditions imposed by law and any practice and procedure adopted by the Company. The Company will also maintain its offices and operating systems in such a way as to respect all safety standards and to intervene with improvement actions if reported by the RSPP. Employees, in any case, have the obligation to report to the RSPP and the designated OdV any action or condition not in compliance with safety or that, even just hypothetically, may determine a risk for their person. To allow monitoring, control, and improvement of the health and safety system, it is necessary that all acts must be traceable. Any form of retaliation against those employees who, in good faith, raise issues concerning safety and health, who, on the contrary, are invited to proceed immediately with all the reports they deem appropriate to make even without observing particular formalities, being a priority for Cilia Italia the protection as immediate as possible of its employees.

    1. Environment

    Cilia Italia recognizes the environment as a primary good to be safeguarded and to this end plans its activities seeking a balance with the needs of environmental protection and the safeguarding of natural resources. It commits to applying the legislation on environmental protection.

    1. Relationship between the recipients of this Code and the Judicial Authority

    Cilia Italia does not tolerate in the most absolute way interventions of pressure, towards apical personnel or subordinates directly or indirectly part of the Company, called to make declarations in a criminal proceeding and that are carried out by other subjects of Cilia Italia itself or by third parties. No employee or acting for the Company must act so as to ensure that false statements are made to the Judicial Authority. Cilia Italia requires the recipients of this Code that, if they were heard during a criminal proceeding by the Judicial Authority concerning the Company, provide all the information in their possession.

    1. Copyright

    All purchases made by Cilia Italia must respect the norms on copyright.

     

    [1] In all cases of requests aimed at obtaining something not due (see example) made by personnel of the public administration or companies participated by them must be refused and immediate communication given to the top governing body and the OdV. 
    [2] All requests for invitations to personnel of the public administration or companies participated by them must be previously transmitted to the OdV by the top governing body.