Code of Ethics, General Principles

1 – General Principles

1.1 Guarantor of the application of the Code of Ethics

In order to ensure that the principles contained in this Code of Ethics are properly applied, the Group has created the position of “Guarantor of the application of the Code of Ethics” (referred to hereinafter as the “Guarantor”), which shall be the Group’s Human Resources Director.

Every Group company may also nominate its own Reporting Officer responsible for reporting to the Guarantor and undertakes not to carry out retributions of any kind due to its giving news of possible violations to the Code of Ethics.

The Guarantor:

  • shall ensure that the Code of Ethics is distributed as widely as possible among Employees, Collaborators, Partners and in general all those engaged in relations with the Group;
  • shall propose that the Code of Ethics be updated as regards its effectiveness and changes in company requirements and legislation;
  • shall co-ordinate the undertaking of checks regarding possible violations of the Code of Ethics, which may include collating notices and involving, where necessary, the relevant sections of Group companies.

The Guarantor reports to the Group’s Supervisory Committee and reports on the undertaking of its own activities on a periodically and, in any event, whenever it deems it necessary.

1.2 Recipients and scopes of application of the Code of Ethics

The rules of this Code of Ethics apply to Employees, Collaborators, members of the Group’s Boards of Directors and of Boards of Statutory Auditors.

Parties engaged in business dealings and all those co-operating in the pursuit of the Group’s goals, as part of the relationships that they enjoy with the Group itself, must adhere to the principles of the Code of Ethics.

For these purposes, the fundamental principles and content of the Code of Ethics shall be properly communicated by way of those procedures that are from time to time deemed the most suitable, as well as via the company’s website.

Members of the Boards of Directors of the various Group companies are required to adhere to the principles of the Code of Ethics, as identified below, in establishing the targets of Group companies and in proposing investments and realizing projects, as well as in any decision or action relating to the management and co-ordination of Group companies; similarly, the Managers, in implementing the management activities of Group companies, shall look to the same principles, both within the Group (thus strengthening unity and the spirit of mutual co-operation) and with third parties coming into contact with the Group.

The Group’s Employees and Collaborators (such as consultants, representatives, intermediaries, agents, etc.), as well as Partners engaged in business dealings and all those enjoying relationships with the Group, are required to ensure that their own conduct conforms to the provisions of the Code of Ethics, performing their duties with honesty, dedication, and professional rigor and operating in keeping with the law.

Actions, transactions, dealings and in general any other activity carried out by Group Employees as part of their work activities must be geared towards correctness in the running of business operations, the transparency and completeness of information and conformity with internal procedures.

1.3 Obligations pursuant to the Code of Ethics

It is the duty of every Employee or Collaborator not bound by an employment contract to be familiar with the regulations contained in the Code of Ethics and they are also obliged to refrain from conducting themselves in a way that conflicts with its provisions. They must, moreover, collaborate in conformity to the Code of Ethics reporting – in name and not anonymously – to their superiors, to the Guarantor or to their Reporting Officer any news of possible violations to the Code of Ethics within the ambit of Group activities; where so required, they shall also collaborate with those units charged from time to time with verifying violations and avoid adopting their own individual measures.

Furthermore, each Employee or Collaborator must demand that third parties engaging in dealings with the Group duly comply with the provisions of the Code of Ethics when undertaking the activities for which they have entered into a relationship with the Group.

Every Manager and every head of the various business units and functions is required to:

  • act as an example, provide leadership and guidance in conformity to the principles of conduct contained in the Code of Ethics and, with his own conduct, demonstrate to Employees and Collaborators that conformity to the Code of Ethics is a fundamental aspect of their work;
  • provide adequate support to Employees and Collaborators in relation to the interpretation of the content of the Code of Ethics;
  • promptly report to the Guarantor any information received regarding possible cases in which the Code of Ethics has been violated;
  • prevent any type of retaliation whatsoever.

1.4 Effectiveness of the Code of Ethics and the consequences of its violations

The Group will monitor compliance with the rules contained in the Code of Ethics, also ensuring the transparency of operations and corrective actions put in place in the event of breach, and reserves the right to prosecute and punish any conduct contrary to the letter and spirit of the said Code.

Compliance with the regulations contained in the Code of Ethics is to be regarded an essential part of the contractual obligations foreseen for the Employees of Group companies, pursuant to the provisions of Clause 2104 of the Italian Civil Code, as well as for those Collaborators.

The violation of the provisions of the Code of Ethics and Control Protocols of the Organization, Management and Control Model pursuant to Legislative Decree 231/2001 by a Sofinter Group Employee constitute failure of the primary obligations of employment or disciplinary offense, in accordance with the procedures set out in Article 7 of the Workers’ Statute, with the consequences of the law, including in relation to preservation of employment, and may be also due to claims for damages.

 

  1. General Principles
  2. Ethical Principles
  3. Relationship with employees and collaborators
  4. Relationship with third parties
  5. Staff and workplace policies
  6. Corporate governance
  7. Confidential information and privacy protection. Insider trading

 Sofinter Group Code of Ethics

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