Code of Ethics

CODE OF ETHICS

TABLE OF CONTENTS

Introduction

CHAPTER I GENERAL PROVISIONS

Art. 1 General principles

Art. 2 Scope and recipients

Art. 3 Communication

Art. 4 Implementation of the Code

CHAPTER II - ETHICS IN COMPANY DEALINGS

Art. 5 Business dealings in general

Art. 6 Dealings with customers

Art. 7 Dealings with suppliers

Art. 8 Dealings with commercial partners

Art. 9 Dealings with institutions

Art. 10 Dealings with collaborators

Art. 11 Recipients' obligations and duties

CHAPTER III - CONFIDENTIALITY AND SAFETY

Art. 12 Integrity and confidentiality

Art. 13 Health, safety and environment

CHAPTER IV - THE SANCTIONS SYSTEM

Art. 14 Controls

Art. 15 Sanctions

CHAPTER V - FINAL PROVISIONS

Art.16 – Approval

Art. 17 Amendments, Variations, Supplements

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Introduction

Compliance with the principles of this Code of Ethics constitutes the basis for the activities and operations of CRIPPA S.p.A., which is committed to the view that ethical conduct in business dealings forms an intrinsic part of the company's success and, in its daily operations, it is inspired by the values of integrity and good faith, respect for rules, excellent results, legal and corporate responsibility and accountability; innovation, sustainability for the environment, group commitment and teamwork.

 

 

 

CRIPPA S.p.A. considers that individual personnel can pursue and achieve the common good through their day-to-day commitment to their activities, provided those activities are conducted in accordance with clearly detailed ethical principles.

 

CRIPPA S.p.A., therefore, intends to consolidate its own image and role on these foundations, continuing to act in compliance with the principles of human freedom and dignity and respect for diversity.

 

This Code, therefore, has been drawn up the main aim of clearly defining the set of values that CRIPPA S.p.A. recognises, accepts and shares with all those who belong to the company or collaborate with it.

 

These are values which CRIPPA S.p.A. is committed to, and it undertakes to ensure that this ethical commitment is shared by its recipients.

 

More specifically, CRIPPA S.p.A. undertakes to ensure that its activities are uniformly adapted in conformity with obligations under applicable regulatory provisions, particularly those of Legislative Decree no 231/2001, as amended.

 

Indeed, this Code should be understood as an essential and integral part of the CRIPPA S.p.A. Organisation and Control Model, in that it actually represents the foundation of the Model's offence prevention system.

 

Regulating, controlling and verifying compliance with this Code of Ethics are duties entrusted to Supervisory Body, which is appointed pursuant to Legislative Decree 231/2001.

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CHAPTER I GENERAL PROVISIONS

 

Article 1

General principles

1. Compliance with the principles of this Code is of fundamental importance for the regular operation, reliable management and image of CRIPPA S.p.A.

The internal and external operations, behaviours and dealings of the company recall and reference those principles.

2. The company's main aim - which guides its industrial and financial strategies and resulting operations which seek to optimise the efficient use of resources - is to satisfy the expectations of its customers, employees and non-company collaborators.

3. In pursuing this aim, CRIPPA S.p.A.:

- is committed to ensuring that the laws in force in the States in which it operates are respected both inside the company and in its external dealings;

- is committed also to achieving its economic objectives by providing services and performances of excellence in terms of the quality and cost effectiveness of its products and services, based on professionalism, experience, customer focus and innovation;

- for these purposes, it disassociates itself from and condemns any unlawful or irregular conduct or offence (against the public, the public authorities, customers, workers, investors, etc.);

- in this context it puts in place organisational tools and solutions to prevent its employees and non-company collaborators from infringing the principles of legality, transparency, integrity and good faith, and it monitors to ensure that those tools and solutions are respected and implemented, and also kept updated;

- it takes care to ensure that its actions and operations are fully transparent, and is committed to promoting fair competition in the market.

 

Article 2

Scope and Recipients

1. The principles and provisions of this Code of Ethics are exemplary instances of the general obligations of diligence, integrity and good faith which apply to all work carried out in or for the company and to all conduct in the work context.

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2. The rules of this Code apply to Directors, to all persons directly employed by CRIPPA S.p.A. ("Employees") and to all those who work or carry out work for the company on any legal basis whatsoever, temporary or otherwise, under agency or staff leasing arrangements or as consultants ("Collaborators"). Directors, Employees, and Collaborators are defined below together as "Recipients".

3. All Recipients are obliged to comply and - to the extent of their remit - ensure compliance with the principles of the Code of Ethics;

conduct inconsistent with the Code and/or with applicable regulatory provisions in general cannot, in any circumstances, be justified by the claim to act in the company's interest or for its benefit.

4. The Code will be communicated to recipients and third parties who receive specific assignments from CRIPPA S.p.A. or who have signed temporary or ongoing contracts with it, through the corporate website or by means of hardcopy distribution.

 

Article 3

Communication

1. CRIPPA S.p.A. takes steps to ensure that all Recipients are informed about the application of this Code as well as its specific provisions, which it ensures are complied with.

2. More specifically, CRIPPA S.p.A. ensures - also by appointing special internal functions - that the Code is disseminated to Recipients, that its provisions are properly interpreted and clarified, that compliance with the Code is verified and that its provisions are updated as required.

 

Article 4

Implementation of the Code of Ethics

1. This Code is adopted by CRIPPA S.p.A. by resolution of the Board of Directors, and it can be amended and supplemented, also based on suggestions, advice and proposals submitted.

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CHAPTER II - ETHICS IN COMPANY DEALINGS

 

Article 5

Business dealings in general

1. CRIPPA S.p.A., is inspired in its business dealings by the principles of legality, good faith and integrity.

 

Article 6

Dealings with customers

1. CRIPPA S.p.A. aims to ensure that the products and services which it offers maintain excellent quality standards and to offer its Customers professionalism and commitment in order to satisfy their legitimate expectations, ensuring that their needs will be met by an immediate, qualified and competent response and that its conduct is characterised at all times by integrity, courtesy and a collaborative spirit.

 

Article 7

Dealings with suppliers

1. The selection of suppliers and specification of purchasing conditions demand an objective assessment of the following: the quality and price of the good or service, customer support guarantees, promptness and creditworthiness, compliance with applicable workplace safety rules (particularly child labour and workplace health rules), always in compliance with internal company rules on the appointment of suppliers.

2. In any case, all suppliers offering services should be given equal access to the company to make their bids.

3. Professional and commercial dealings should be characterised by commitment and precision, and should reflect the levels of professionalism, care and responsibility that characterise CRIPPA S.p.A. operations.

4. Suppliers should commit and ensure that their own sub-suppliers commit to compliance with applicable regulatory provisions and with the principles of this Code.

 

Article 8

Dealings with commercial partners

1. Business partnerships, if any, should be based on transparency, integrity and good faith, but the commercial partner should in any case undertake to comply with applicable regulatory provisions and with the principles of this Code.

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Article 9

Dealings with institutions

1. CRIPPA SpA's dealings with national, EU and international public institutions ("Institutions"), and also with public officials and public service officers, bodies, agencies, representatives, agents, members, employees, consultants, appointees of public functions or services, of public institutions, of public administrations, of public bodies (economic or otherwise), of public local bodies or companies, national or international ("Public Officials"), are engaged in and conducted by each Director and each Employee, whatever the function or task, or (as relevant) by each non-company Collaborator in compliance with applicable regulatory provisions and based on general principles of integrity and good faith.

2. In no circumstances may public servants be offered, directly or through intermediaries, sums of money, goods, gifts or other benefits, particularly with a view to benefiting the company in any way. 

Sham consultancy arrangements or other types of relationship shall not be established in order to circumvent this principle.

Gifts of modest value, ordinary Christmas presents or reasonable acts of hospitality or business courtesy are permitted, as long as these expenses are specifically justified and authorised and can be considered appropriate and in good faith, and do not compromise the company image or infringe the principle aforementioned.

3. CRIPPA S.p.A. may, if it deems appropriate, also support the activities of foundations and non-profit associations of high cultural and social standing, but not political parties or trade union/professional trade organisations or their representatives or candidates, always in compliance with applicable regulatory provisions and with the principles of the Code, ensuring that the contribution made is properly overseen and managed.

 

Article 10

Dealings with collaborators

1. CRIPPA S.p.A. acknowledges the leading role of its human resources, in the conviction that the professional contribution of a company's human resources - characterised by good faith and mutual trust - represents the key factor in its success.

2. CRIPPA S.p.A. safeguards the health and safety of workers in the workplace, in full compliance with Legislative Decree 81/2008, as amended, and considers respect for workers' rights to be an essential ingredient in the performance of its activities. The management of employment relations is aimed at guaranteeing equal opportunities and promoting the professional development of each individual.

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3. In the field of workplace health and safety, workers should contribute to safeguarding their own and others’ safety, in compliance with applicable rules and standards in this field.

4. Each recipient should also refrain from working under the influence of alcoholic or narcotic substances, or substances with the same effect, and avoid taking them while working.

5. CRIPPA S.p.a. is committed to ensuring that work relationships inside or outside the company do not lead to harassment of any kind such as, for example, the creation of a hostile environment against an individual or a group of workers, unjustified interference with others' work, attitudes that compromise or undermine personal dignity. 

A Collaborator who considers that he/she has been subject to harassment or discrimination should report this to the company, also through the Supervisory Body, so that an assessment can be made as to whether this Code of Ethics has been breached.

 

Article 11

Recipients' obligations and duties

1. Recipients, for their part, undertake as follows:

a. to precisely carry out the functions and responsibilities entrusted to them;

b. to avoid any conflict of interest with CRIPPA S.p.A. in the context of their job duties/performances and, if such a conflict arises, to report it immediately to their superiors and refrain from the job duties/performances in question, save as otherwise indicated by CRIPPA S.p.A.;

c. to refrain absolutely from any act which is or could be deemed to be contrary to law, even in circumstances where CRIPPA S.p.A. benefits or could potentially benefit from such conduct;

d. to safeguard the image of CRIPPA S.p.A. and to promote that image, also by conducting themselves always with dignity, personal care, politeness and respect for others;

e. to properly utilise and to safeguard the integrity of any company assets made available by CRIPPA S.p.A., taking the utmost care to fully comply - to the extent of their competence - with workplace health and safety rules and, in general, safeguarding the value of company assets;

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f. to keep strictly confidential and not to disclose for any reason any information, data, news, technical documentation, passwords, software, information of a commercial, organisational, productive and managerial nature or CRIPPA S.p.A. know-how of any kind which they receive or of which they become aware, and not to make direct or indirect use thereof without the company's prior written consent, during or after the termination of the work contract in question;

g. in particular, not to misappropriate and/or artificially alter any of the following, in order to pursue personal goals or facilitate unfair competition to the detriment of CRIPPA S.p.A.:

- the "CRIPPA" trademark or any logo or trademark referable to CRIPPA S.p.A., its services and activities;

- the images of services provided by CRIPPA S.p.A.;

- the website, in particular by creating links or web pages without prior authorisation;

h. to guarantee information that is true, complete and promptly-provided, in particular by correctly and promptly itemising and recording in the accounts any operation or transaction, which should be authorised, verifiable, legitimate, consistent and fair;

i. to comply with all applicable rules and internal procedures when appointing suppliers or contractors to carry out works or services, ensuring transparency, good faith and integrity in dealings with all parties.

2. If these obligations are infringed, CRIPPA S.p.A. is entitled to terminate current contracts with the offenders, without prejudice to its entitlement to seek compensation for loss and take any further legal action as necessary.

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CHAPTER III - CONFIDENTIALITY AND SAFETY

 

Article 12

Integrity and confidentiality

1. All actions, transactions and operations and the conduct of each Recipient while carrying out his/her job duties or assignment are inspired by the principle of legality - both formal and substantial - based on applicable regulatory provisions and internal procedures, and also by the principle of integrity.

2. Information, assets and equipment which Recipients use to perform their duties or assignments are not used for personal purposes.

3. No Recipient accepts or is involved - for him/herself or for others - in imposing pressure or making recommendations or reports which could have the effect of damaging CRIPPA S.p.A. or unduly benefiting oneself or CRIPPA S.p.A. or third parties; each Recipient, moreover, rejects and refrains from making promises and/or inappropriate offers of money or other benefits, unless of modest value and unrelated to requests of any kind.

4. If the Recipient receives an offer or a request for benefits from a third party - with the exception of gifts that are standard commercial practice or of modest value - this should be immediately reported to his/her direct superior or to the person to whom such measures should be reported, so that the appropriate action can be taken.

5. Recipients are committed to ensuring the utmost confidentiality of information and data representing corporate assets or pertaining to the activities of CRIPPA S.p.A., in compliance with applicable legal and regulatory provisions and internal procedures.

 

Article 13

Health, safety and environment

1. CRIPPA S.p.A. is committed, within the context of its activities, to the principle of safeguarding the environment as well as the health and safety of Recipients, putting in place all measures provided for by law for this purpose.

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CHAPTER IV - THE SANCTIONS SYSTEM

 

Article 14

Controls

1. Control over compliance with this Code of Ethics is entrusted to the Supervisory Body appointed pursuant to Legislative Decree 231/2001.

2. More specifically, the Supervisory Body has the following tasks (among others):

a. to control compliance with the Code of Ethics so as to avoid the risk of commission of the predicate offences provided for by Legislative Decree 231/2001, as amended;

b. to submit its observations on any ethical issues arising when company decisions are being taken, on amending or adapting the Code of Ethics or the Organisational Model if the need to so emerges from the company's day-to-day activities, and on any reported infringements of the Code of Ethics; 

c. to support the company in interpreting and implementing the Code of Ethics, to be understood as a continuous, coherent reference point in the company's management;

d. to report any infringements of the Code of Ethics to the competent corporate bodies, suggesting what sanctions should be imposed and ensuring that where they are imposed, they are properly applied;

e. to coordinate the periodic review of the Code of Ethics, also making proposals to supplement/amend/update it;

f. to approve the Ethics Communication and Training Plan, which the company has drawn up.

 

Article 15

Sanctions

1. Compliance with the rules of this Code constitutes an essential part of employees' contractual obligations pursuant to Article 2104 of the Civil Code.

The infringement of the rules of this Code damages the relationship of trust between the employee and the employer and, accordingly, it may also be in breach of key employment obligations or constitute an offence subject to disciplinary procedures in conformity with  Article 7 of the Workers' Statute, with all the legal consequences which that entails, including employment contract termination, without prejudice to the company's entitlement to seek damages for any loss arising from such infringement.

2. The company's Management Body and/or the disciplinary power holder is responsible for imposing sanctions, after consultation with the Supervisory Body.

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3. If the conduct in violation of the principles of this Code implicates the Management Body, then the Supervisory Body must be directly notified, and it in turn will notify the Shareholders' Meeting, which will be responsible for taking the appropriate action.

4. In any case, the person who reports an infringement of the Code of Ethics should be provided with maximum safeguards.

5. Compliance with this Code is an intrinsic part of the contractual obligations undertaken by collaborators and/or by those engaged in business dealings with the company.

The infringement of this Code's provisions, rules and standards may constitute a breach of contractual obligations, triggering the appropriate legal consequences, including termination of the contract and/or assignment, and may also lead to an action seeking compensation for loss arising from said infringement, and the company undertakes to include this clause in the various contracts.

 

CHAPTER V - FINAL PROVISIONS

Article 16

Approval

1. This Code, which reflects and formalises company practice, is approved by the Board of Directors of CRIPPA S.p.A.

 

Article 17

Amendments, Variations, Supplements

  1. Any variation of and/or supplement to the Code will be approved by the Board of Directors and promptly communicated to Recipients.