1 INTRODUCTION AND PURPOSE OF THE CODE OF ETHICS
The Code of Ethics is the fundamental charter of moral rights and duties that defines the ethical – social responsibility of each member of the corporate organization of Italfluid Geoenergy S.r.l. (hereinafter ITALFLUID).
It constitutes an effective system for prevention of irresponsible or possibly illegal behavior on the part of those who operate in the name and on behalf of the company because it introduces a clear and explicit definition of the responsibilities of each company operator towards those who are directly or indirectly involved in the company’s activity, i.e. customers, suppliers, partners, employees, collaborators, public institutions and anyone else interested in the company’s activity.
Its recipients are required to strictly and fully respect the values and principles contained therein and are required to protect and preserve, through their behavior, the respectability and image of ITALFLUID, as well as the integrity of its economic, social and human assets.
Through the Code of Ethics, ITALFLUID specifically means:
- to define and to clarify the values and general ethical principles that inform their business and relationships with customers, suppliers, partners, employees, collaborators, administrative bodies, public institutions and any other person involved in the company’s business;
- to formalize the commitment to behave on the basis of the ethical principles of moral legitimacy, fairness and equality, the protection of the person, diligence, transparency, honesty, confidentiality, impartiality, health protection;
- to indicate to their employees, collaborators and the administrative body the principles of conduct, values and responsibilities which they require to be observed in a timely manner during the provision of work;
- to identify the implementation tools and the implementation methodology.
2 GENERAL PRINCIPLES
2.1 RECIPIENTS OF THE CODE OF ETHICS
All recipients of this Code of Ethics are required to observe, in any situation and context, its contents and inspiring principles in the context of their specific functions, duties and activities.
The administrative body and the management of the company must comply with it, in proposing and implementing the projects, actions and investments useful for increasing the economic value of the company and the well-being of its employees, customers and suppliers in the long term; sector managers must take on responsibilities internally and externally, strengthening trust, cohesion and team spirit; the employees of the company must undertake to comply with the laws and regulations in force in the supranational, national and local territory of reference, in case of doubts and perplexities on how to proceed, they must ask their superiors to provide the necessary directives and operational information.
Each recipient of this Code of Ethics is expressly required to know the content, to actively contribute to its implementation and to report any flaws and violations.
2.1 DIFFUSION AND KNOWLEDGE OF THE CODE OF ETHICS
ITALFLUID undertakes to simplify and promote the knowledge of the Code of Ethics by its recipients and to scrupulously monitor its observance, providing adequate information, prevention and control tools to ensure, in any case, the transparency of the operations and behaviors taken, intervening, if necessary, with corrective actions.
Employees are obliged to promptly report to the company management any news they might learn about the violation of the rules of the Code of Ethics, so that the company can promptly prepare all the necessary protection initiatives and all the interventions that are in any case useful to lead back the work to the rules of ethics and to restore compliance with the law, where violated.
2.2 FUNDAMENTAL RIGHTS
ITALFLUID acts in its business activities respecting the fundamental rights of each individual, protecting their moral integrity and ensuring equal opportunities.
Within the company, ITALFLUID wishes to maintain a serene work environment, in which everyone can work in compliance with the laws, regulations, orders and disciplines, with shared principles and values; in particular, it does not tolerate any form of isolation, exploitation or harassment for any cause of discrimination, for personal or work reasons. Therefore, any type of discrimination based on the diversity of race, language, color, faith and religion, political affiliation, nationality, ethnicity, age, sex and sexual orientation, marital status, disability and physical appearance, economic and social condition is expressly prohibited; concessions of any privileges linked to the reasons listed above are also prohibited, except for the provisions of current regulations.
2.3 VALUE OF HUMAN RESOURCES
Employees, collaborators and business operators are an indispensable factor for the success of the company. For this reason, ITALFLUID protects and promotes the value of human resources in order to improve, enhance and increase the assets and competitiveness of everyone’s skills.
ITALFLUID believes that healthy competition, understood as a commitment to improvement, represents an indispensable factor for development and progress within a context of working groups.
The recognition of the results achieved, the professional potential and the skills expressed are central moments in the professional development of ITALFLUID staff.
The selection, training, management and professional development are therefore carried out without any discrimination, according to criteria of merit, competence and professionalism.
Pursuing these principles and rewarding, compatibly with the company’s economic situation, exclusively according to these criteria, ITALFLUID ensures the protection of the principle of equal opportunities and manages career and salary advancements on this basis, in a continuous and balanced comparison with the reference, ensuring transparency, seriousness, correctness and clarity on the valuation methods applied.
ITALFLUID also provides personnel adequate tools and opportunities for professional growth, guaranteeing turn over and job-rotation in different positions.
The Company considers learning and training a permanent acquisition model, by means of which it is possible to achieve knowledge, understand and effectively interpret change, acquire new ideas, improve productivity, develop individual and overall company growth.
ITALFLUID places innovation at the center of its activities, believing that the latter requires, at an organizational level, a high level of dynamism and attention for the people who are part of the company, for customers and suppliers. In ITALFLUID, innovation does not only concern the strictly technological framework, but also the sphere of human relations; to this end, it merges technological values with ethical ones, proposing, internally, a climate of widespread trust which results in better operational efficiency,
based on the synergy between the individual and the company, on one’s sense of responsibility and in compliance with the strictest link between economic imperative and ethical value.
ITALFLUID, through this Code of Ethics, recognizes the value of the social dimension and believes that the latter is manifested only through individual responsibility. The company, in fact, cannot be indifferent to the social fabric in the context in which it operates, but is in constant contact with the outside world.
3 SPECIAL RULES: CRITERIA OF CONDUCT
3.1 COMMITMENTS OF THE COMPANY
The corporate bodies of ITALFLUID, in the awareness of their responsibilities, are inspired by the principles contained in this Code of Ethics and undertake to orient their business to values of honesty, integrity in the pursuit of corporate objectives, loyalty, fairness, respect for people and of the rules, mutual collaboration. In particular, the directors undertake to conduct the company responsibly, in pursuit of the objectives of creating value.
More precisely ITALFLUID undertakes:
- to ensure the maximum dissemination of the Code of Ethics among employees and external collaborators;
- to provide any possible clarification regarding the interpretation and implementation of the rules of the Code of Ethics and in particular with regard to its application in company procedures;
- to carry out checks on any news of violation of the rules of the Code of Ethics and, in the event of ascertained violation, to adopt the appropriate sanctions;
- to take all the safety measures required by technological evolution and to work to ensure the physical integrity and moral personality of the employees.
ITALFLUID also guarantees the protection and safety in the workplace for its staff and third parties, committing itself to compliance with the legislation on safety in the workplace and to promoting the safety of all the places that make up the work environment itself, even beyond of the expressed legal obligations.
ITALFLUID ensures the protection of the principle of equal opportunities and manages career and salary advancements on this basis, in a continuous and balanced comparison with the reference market.
ITALFLUID undertakes to spread and consolidate a solid culture and environmental awareness, always operating in compliance with the laws in force and applying the best technologies available.
The principle that inspired ITALFLUID stems from the desire to create, offer and maintain a healthy environment within the company.
3.2 SPECIFIC DUTIES OF THE MANAGERS OF COMPANY FUNCTIONS
The behavior of each sector manager or company function conforms to the values of this Code of Ethics and represents an example for their collaborators.
They establish relationships with their collaborators based on mutual respect and fruitful cooperation, favoring the development of the spirit of belonging to ITALFLUID.
The motivation of employees and the dissemination of corporate values, in order to allow them to be internalized and shared, are essential: in this perspective, the commitment is made to the implementation and maintenance of correct, valid and motivating information flows, capable of to give the employee the awareness of the contribution made to the company activity by each of the resources involved.
Each sector manager or company function supports the professional growth of the assigned resources, taking into account the aptitudes of each in the assignment of tasks, in order to achieve real efficiency in the operational field.
All are equally guaranteed the same opportunities to express their professional potential.
Each sector manager or company function pays due attention and, where possible and appropriate, follows up on suggestions or requests from their collaborators, with a view to total quality, encouraging motivated participation in the company’s activities.
More specifically, each sector manager or company function has the obligation to:
- represent an example with their behavior for employees in their sector or company function and direct these employees to comply with this Code of Ethics;
- operate so that they understand that compliance with the rules of this Code of Ethics is an essential part of the quality of work performance;
- report to the company management the information provided by employees or their own findings regarding possible cases, even doubts, of violation of the rules of the Code of Ethics.
3.3 DUTIES OF EMPLOYEES
Without prejudice to the legal and contractual provisions regarding the duties of workers, employees are required professionalism, honesty, dedication, loyalty, integrity, spirit of collaboration and mutual respect.
The dynamics that characterize the context in which the company operates require the adoption of transparent behavior. The main success factor is given by the professional and organizational contribution that each of the human resources involved ensures. More precisely, ITALFLUID employees will have to:
- refrain from conduct contrary to the rules laid down by this Code of Ethics;
- promptly report to the administration any news regarding possible violations;
- maintain conduct that is inspired by maximum transparency, fairness and legitimacy, carrying out their business with commitment and professional rigor, providing an adequate contribution to the responsibilities assigned and acting in such a way as to protect the prestige and good name of the company.
Relations between employees, at all levels, must be based on criteria and conduct of correctness, collaboration, mutual respect and civil coexistence.
Each company employee is responsible for acquiring knowledge of the laws and regulations that affect their duties in order to recognize potential risks and know when to ask for company support.
Each employee must base his/her activity, whatever the level of responsibility connected to the role, at the highest degree of efficiency, complying with the operating instructions issued by the higher hierarchical levels and must contribute with colleagues and superiors to the pursuit of common objectives.
Any employee who believes that his/her direct manager wants to induce him/her to behave or act unethical or illegal must immediately notify the company management.
ITALFLUID employees and external collaborators are required to make a constant commitment to give the best out of the acquired skills, without prejudice to the awareness of continuously improving them through the tools offered by the company and personal will. They must be driven by a natural competitive push and are continually directed to make improvements, both relating to individual and team performance, paying particular attention to the importance of time management, both in decision-making and choice; ITALFLUID, in this way, pursues excellence from the individual level to the corporate level.
With regard to third parties, the company personnel, based on the skills of each, must take care to adequately inform about the commitments and obligations imposed by the Code of Ethics, demand compliance with the obligations that directly concern their business, take the appropriate internal initiatives and, if within their competence, external, in case of non-fulfillment by third parties of the obligation to comply with the name of the Code of Ethics.
3.4 USE OF COMPANY MEANS AND TOOLS
The employee is required to ensure the utmost respect for the infrastructure, means, tools and materials of the company, promptly reporting to their manager any non-compliant use of such equipment that they believe others do. They belong to these categories, for example premises, office equipment and furnishings, operational equipment and other types of equipment (such as company cars, tools, personal computers, printers, photocopiers, servers, or even communication tools, such as telephone, fax, e-mail), features offered from the company information system (such as processing procedures, software, internet access and databases and similar ones), books, manuals, newspapers and magazines in general.
The employee is required to use the company’s equipment only for the performance of the job duties for which he is in charge. It is therefore strictly forbidden for employees to act with company means, whether they are IT, technical or any other type of equipment, for the achievement of private purposes or interests or in competition with company activities.
The employee is allowed to use the company’s equipment and/or material outside the company’s structures only in cases of use for business reasons, such as, for example, business trips to locations other than the usual one, work performance on a secondment basis, and similar ones. In all other cases, the express authorization of one’s superior is required.
3.5 CONFLICT OF INTEREST
In order to avoid conflicts of interest, each operation and activity must be undertaken solely and exclusively in the interest of the company and in a lawful, transparent and correct manner.
Employees must avoid all situations and all activities in which a conflict with the company’s interests may arise or which may interfere with their ability to make, impartially, decisions in the interest of the company and in full compliance of the rules of this Code of Ethics.
Any situation that could constitute or determine a conflict of interest must be promptly communicated to the Management.
By way of example but not limited to, please note that a conflict situation is determined by:
- economic and financial interests of the employee and/or his family carried out in competition or in contrast with those of the company;
- carrying out work activities of any kind with customers, suppliers, competitors of the company;
- accepting and/or giving money, doing favors or providing benefits from/to people or companies who are or intend to enter into business relationships with the company
Given the variety of cases and situations that may arise, in case of doubt about whether or not a conflict of interest arises, employees should contact their manager for clarification on the case.
The employee is required to maintain the strictest and absolute confidentiality on all information relating to the company and / or its employees of which he is aware by virtue of his work activity. This is in order to avoid the disclosure of confidential information relating to the organization, production methods and any other information whose disclosure may cause damage to the company. In particular, the staff must:
- acquire and process only the data necessary and appropriate for the purposes directly attributable to the function performed;
- acquire and process the data only within specific procedures;
- keep the data in order to prevent unauthorized others from gaining knowledge of it ;
- communicate the data as part of pre-established procedures and/or with the explicit authorization of superiors;
- ensure that there are no restrictions on the possible disclosure of information regarding third parties connected to the company by a relationship of any kind and, if necessary, obtain their consent.
BEHAVIOR IN PROFESSIONAL ACTIVITIES AND WAY OF OPERATING
The Company in all business relationships is inspired by the principles of loyalty, correctness, transparency, efficiency and competition in the market.
Company employees and collaborators, including external collaborators, whose actions may, even indirectly, be attributable to ITALFLUID, must follow correct conduct in business and in relations with customers, regardless of the importance of the business treated.
It is not allowed to offer money or gifts to managers, officers or employees of customers or their relatives, except in the case of gifts or utilities of modest value. In any case, the type of expense must be specifically authorized and accurately documented, identified in accounting and properly treated for tax purposes or for other internal control purposes.
Any employee who is offered or receives donations or gifts from third parties, not attributable to normal acts of commercial courtesy, must immediately inform their superior. Non-employee external collaborators (consultants, agents, service providers) must also comply with the principles contained in this Code of Ethics.
Corporate work must be carried out with professionalism, reliability, precision, consistency and courtesy. Total sharing of knowledge and a constructive environment aimed at mutual group cooperation must be guaranteed, both within the group itself and open to welcoming new initiatives from outside.
Continuous personal training must be set among one’s main objectives, acting to progressively increase one’s knowledge in the workplace and fully sharing those already acquired.
The work must be carried out in a professional and competent manner, with assiduous accuracy, politeness and courtesy, urbanity and decorum, always verifying the work before the delivery of the job carried out and possibly with detailed written documentation.
No one should agree to perform an assignment for which they are not qualified.
Should anybody find himself/herself in difficulty, it must be reported promptly, in order to be accompanied or possibly replaced.
The work must be carried out honestly and transparently in full compliance with this Code of Ethics, with other people and with the company itself, in the exclusive interest of the customer.
3.8 COMPLIANCE WITH THE LAW ON FREE COMPETITION
Without prejudice to compliance with the rules on free competition, all employees are required to act in such a way as to achieve the best results in the competition.
It is contrary to the company’s policy to have information exchanges and/or agreements with any competitor regarding prices, pricing policies, discounts, promotions, conditions of sale, production costs: the company does not in any way want to restrict or distort the development of competition.
Similarly, any form of agreement, direct or indirect, which is made or entered into with competitors in order to disrupt the progress of public supply tenders is also prohibited.
Each employee or collaborator who works in the commercial activity is therefore invited to submit to the management any doubt or initiative that may fall within the cases sanctioned by law, in order to operate in full compliance with the rules.
3.9 RELATIONS WITH SUPPLIERS
In procurement relationships and, in general, the supply of goods and/or services, employees are obliged to:
- observe internal procedures for selecting and managing relationships with suppliers. ;
- obtain the cooperation of suppliers in constantly ensuring the satisfaction of customer needs in terms of quality, cost and delivery times;
- observe and enforce the contractual conditions and maintain a frank and open dialogue with suppliers, in line with good business practices;
- notify management about problems with a supplier so that the consequences can be assessed.
ITALFLUID undertakes not to preclude the possibility of providing its products and services to new suppliers who demonstrate that they possess the necessary suitable requirements.
3.10 RELATIONS WITH CUSTOMERS
The customer is the heart of the business: the work is carried out first of all to ensure the growth of the customer. By customer is meant anyone who uses the services and company works in any legal form recognized.
What has been taken into account so far must be done in a complete, precise and timely manner.
The system or solution supplied to the customer must always be tested in advance, it must meet the characteristics of reliability and safety, as established in the design phase, otherwise it will be replaced by the company. Company employees are required to:
- observe internal procedures for managing relationships with customers;
- provide accurate and exhaustive information about the products and services offered so that the customer can take knowledgeable decisions;
- be truthful in advertising or other communications.
- RELATIONS WITH PUBLIC INSTITUTIONS
In relations with the Public Administration, the employee who, by virtue of the duties performed within the company, is in charge of requesting, managing and/or administering contributions, subsidies or loans from the State or other public body is required , within the limits of its functions, to ensure that the aforementioned relationships are intended for the purposes for which they were requested and in any case to maintain accurate documentation of each operation, which ensures maximum transparency and clarity of the related money transaction.
3.12 RELATIONS WITH THE INFORMATION BODIES
The company and all its employees and collaborators, including external collaborators, must ensure that the image of ITALFLUID appears in keeping with the prestige and importance of the role that the company has in the range of service companies in the area.
Relations with the media are reserved exclusively for the corporate functions and responsibilities delegated to this purpose and are previously agreed with them.
Employees cannot provide information or opinions and issue statements on behalf of the company to representatives of the media (such as press, television, radio, etc.), nor undertake to release them without the necessary delegation of the competent functions.
In no way or form, employees may offer payments, gifts or other benefits aimed at influencing the professional activity of media’s work.
3.13 INTERNAL CONTROL
It is the company’s policy to spread throughout all levels not only the existence and the importance of controls but also a mentality oriented to their performance.
With the internal control system, ITALFLUID intends to pursue the general objectives of effectiveness and efficiency of its operations, safeguarding company assets and resources, compliance with laws, regulations and internal procedures and reliability of accounting and financial data.
Each employee therefore has, within the scope of their activities, the precise responsibility of creating, maintaining and monitoring the correct functioning and effectiveness of the internal control system.
3.14 ACCOUNTING TRANSPARENCY
Each operation and transaction must be correctly recorded, authorized, verifiable, legitimate, consistent and congruous. All actions and operations must be adequately recorded and it must be possible to verify the decision, authorization and execution process in collaboration with the control and auditing bodies.
Accounting transparency is based on the accuracy, completeness and authorization of the basic information for the related accounting records. Each employee is required to collaborate so that the management events are correctly and promptly represented in the accounts.
For each operation, adequate supporting documentation of the activity carried out is kept in order to allow easy accounting registration, identification of different levels of responsibility and accurate reconstruction of the operation, also to reduce the probability of interpretative errors.
Each record must reflect exactly what is shown in the supporting documentation.
All the documentation must be promptly and systematically filed so that the related accounting framework can be reconstructed at any time: in addition to filing in the appropriate paper binders, if required, the documents must also be stored in electronic media from which they can be quickly traced and displayed with specific document management software.
In any case, it is the responsibility of each employee to ensure that the documentation relating to their activity is easily traceable and sorted according to logical criteria.
In any case, the company payments to be paid must be exclusively commensurate with the service and methods indicated in the contract and cannot be made to a person other than the contractual counterpart.
The use of company funds for illegal or improper purposes is strictly prohibited.
Payments not based on suitably authorized corporate transactions or illegal forms of remuneration should be paid to no one and for no reason.
Any neglect, omission or falsification of which employees become aware about, must be promptly reported to management.
3.15 COMPLIANCE WITH APPLICABLE COPYRIGHT LAWS
ITALFLUID undertakes to comply with current copyright laws.
The illegal use of copies and duplication of software is a crime that can have serious consequences for the company or for the end user. Italian legislation protects the software with appropriate laws, in line with technological evolution and with the directives of the European Union, which provide for criminal and administrative sanctions for those who violate these laws. Among other things, the law in force provides for incisive actions and administrative fines for those who purchase non-original software.
In these terms and on the basis of current regulations, ITALFLUID undertakes to always supply original software products, or in an authorized copy, especially in the case of third-party products, necessary for the completion of a specific solution. These products must be accompanied by a license for use. If the third party software components used are integrated into the offered solution, specific mention must be made about them.
4 PARTICULAR RULES: IMPLEMENTATION AND CONTROL OF THE CODE OF ETHICS
- VIOLATION OF THE CODE OF ETHICS – DISCIPLINARY ACTIONS
ITALFLUID has up to now been characterized by a long tradition of compliance with the regulations in force for each specific sector of interest, gaining credibility and appreciation from customers. Unethical or unlawful behavior would result in the damage of the fiduciary relationship for the company with very serious damage to its image, integrity, reputation and credibility.
Employees and external collaborators are required to comply with this Code of Ethics in all respects. Compliance with the rules of this Code of Ethics therefore constitutes an essential part of the contractual obligations of ITALFLUID workers (employees and collaborators), pursuant to and for the purposes of Articles 2104 and 2106 of the Italian Civil Code.
The violation of the provisions of this Code of Ethics by the employees (employees and collaborators) constitutes a breach of contractual obligations and may determine, depending on the case, the application of the sanctions and disciplinary measures provided for by the applicable Collective Agreements, the termination of the report, compensation for damage.
ITALFLUID will take appropriate measures against those whose actions have resulted in violation of this Code of Ethics.
Disciplinary measures may include, at ITALFLUID’s sole discretion, verbal or written warning, suspension or immediate termination of the employment or business relationship, or any other disciplinary measure deemed appropriate for the circumstances in full compliance with current labor law.
Some violations of this Code of Ethics may also be prosecuted civilly or criminally by the administrative or other competent authorities. Therefore, ITALFLUID consciously undertakes to comply with the strict compliance with the rules expressed in this Code of Ethics and to take action in order to apply it.