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4.0 Ethical code

Organization, management
and control model 231/01



  • 1. Introduction

  • With this Code of Ethics, the Management intends to recall the fundamental ethical values to which the company SMIPA s.r.l. (hereinafter also simply “the Company” is inspired and to which all employees and collaborators must follow when carrying out the tasks and functions they have been assigned with. It is everyone’s duty to ensure that the Company's business is carried out in compliance with the law, in a framework of fair competition, honesty, integrity, correctness and good faith, respecting the legitimate interests of customers, employees, commercial and financial partners and the communities in which the Company operates. It is therefore appropriate to reiterate to everyone who works in the Company or who works to achieve objectives, without distinction or exception, the importance of observing and enforcing these principles within the scope of their duties and responsibilities. In no way whatsoever can the conviction of acting to the advantage of the Company justify the adoption of behaviour in contrast with these principles. Contracts with suppliers will be provided with a specific termination clause in the event of violation of the rules of this Code of Ethics or of the Company Organizational Model by third parties.


  • 2. Recipients of the Code

  • The ethical principles contained in this Code apply to both employees and external collaborators linked by any ongoing or occasional contractual relationship with the Company as well as to the Shareholders of the same (hereinafter also "Recipients"). The Company calls for and promotes the adoption of a Code of Ethics and an Organizational Model also to its commercial partners and to the associations with which it comes into contact when carrying out its activities.


  • 3. Importance and distribution

  • This Code of Ethics has been extensively distributed within the Company and is permanently made available to any interlocutor of the Company. It is the duty of every employee and external collaborator to view the Code and know its provisions. The Management carefully supervises the observance of the contents of the Code, preparing adequate information, prevention, control and intervention tools, if necessary, with corrective actions. The Code of Ethics must be understood as an integral part of the contractual obligations assumed by the employees and collaborators of SMIPA s.r.l., including the Directors. Any violation of the Code of Ethics will be governed by this regulation and by the laws concerning the disciplinary offence. The employee is obliged to promptly report any news regarding the violation of the rules of the Code or of the Company Organizational Model to the Supervisory Body.


  • 4. Training and Updating

  • Through the Managing Director and the Supervisory Body, SMIPA commits to constant monitoring of the application of this Code. The Code may be amended and supplemented with the resolution of the Board of Directors, prior to the non-binding opinion of the Supervisory Body. A periodic update is provided of the employees and external collaborators regarding amendments to the Code. Training meetings are also provided about the procedures and regulations for all matters of interest of the corporate business.


  • 5. General principles and ethical principles

  • The Management of the Company is required to observe the contents of the Code in proposing and implementing projects, actions and investments useful to increase the economic value of the company and the welfare of its employees in the long run. SMIPA s.r.l. expects the Recipients of the Code to strictly apply the ethical principles listed below:

    • 5.1 Principles of legality
    • The conduct of the Recipients of the Code must comply with the laws in force in the State in which the Recipients themselves are operating, including Community, supranational and international ones that the State recognizes. Each employee and collaborator is required to know the regulations that govern their activities and duties. The Management has the precise duty to monitor this knowledge and to increase it by any means deemed appropriate if it is lacking.

    • 5.2 Principles of ethics-conduct
    • ll the work activities of those operating for SMIPA s.r.l. must be carried out with commitment, rigour and correctness, also to protect the image of the Company. During the performance of their duties and in their professional progress in SMIPA s.r.l., Recipients are required to align with the following principles of ethics-conduct:
      A. Equity, or behavioural regime inspired by the common sense of substantial justice;
      B. Equality, or uniformity of treatment and social relationship towards each interlocutor;
      C. Protection and appreciation of the individual, or respect for each individual, appreciation of their respective capabilities, establishment of mechanisms of trust and accountability of individuals, designed to make Recipients solidary and the corporate mission common;
      D. Diligence, or fulfilment of one’s duties with assiduous care and scrupulous attention and accuracy;
      E. Honesty, or the inability to perform illegal and illicit acts, both for observance of the legal principles, the Code and moral principles, as well as for the rooted sense of justice;
      F. Transparency, or the execution of one’s duties through a regime of full intelligibility of the work by anyone; every action performed by Recipients and by those who maintain relations with SMIPA s.r.l. must be fully reconstructible and easily identifiable in all its passages, so that all relations are comprehensible and the respective actions justifiable. SMIPA s.r.l. therefore considers it necessary that every corporate function should correspond to a specific formal and written assignment and no factual figures will be admitted that do not allow to exactly understand the role and position of the collaborator. If any factual figures are found, they will be abolished immediately; G. Impartiality, or the manner to operate and judge objectively and equitably, without favouritism for any of the parties involved, whether public or private, linked to the Recipients or by friendship, relatives or kin;
      H. Confidentiality, or scrupulous abstention from the disclosure of any corporate data (be it technical, logistical, strategic, economic) and personal data, in compliance with all the regulations in force on privacy (Legislative Decree 196/2003); the collection and processing of data are strictly reserved for the corporate bodies appointed for this purpose and must be performed strictly according to the corporate discipline;
      I. Opportunity, or critical evaluation of each action and omission according to criteria which, if not covered by another specific ethics-conduct principle, respect the common sense of adequacy and pertinence;
      J. Protection of health, or compliance with all the regulations in force concerning accident prevention and prevention of occupational diseases, as well as scrupulous attention to hygiene and to staff and workplace conditions;
      K. Protection of the environment, or compliance with all current regulations on the environment and pollution, as well as scrupulous attention to any conduct that, even minimally offends the common sense of environmental education; implementation of programs for the separate collection of waste and recycling of reusable material; reduction of all forms of pollution, whether environmental, acoustic, radio-electric or of any other kind.
      L. Protection of industrial property: or of all national and Community laws concerning the protection of industrial property and in particular the Legislative Decree n. 30 of 2005.
      M. Protection of copyright: The Company guarantees and respects copyright in its principles and precepts provided for by Law 633/1941 and subsequent amendments and additions.
      SMIPA s.r.l. commits to appreciating the individual and to maintain their physical and moral integrity, by promoting the distribution of principles of ethics-conduct, encouraging their observance ad punishing their non-compliance. The Recipients must abide by and apply the above principles by resorting to the common sense of morality and conscientiousness in carrying out each task and under any circumstances.
      If any doubts exist about how the employee proceeds (regarding the interpretation of this Code of Ethics), they should report the matter to the Supervisory Body, which must adequately inform the Board of Directors should such doubts persist.
      In the latter case, the Board of Directors is required, as soon as possible, to integrate the Code and give its full and complete distribution.


  • 6. Rules of conduct

    • 6.1 Relations between employees and collaborators
    • SMIPA requires that all its employees and collaborators operate in a climate of fellowship and mutual respect. Company rejects and condemns all types of discrimination, whether for reasons of sex, sexual orientation, religion, race, language, political opinion and economic or social status. SMIPA undertakes to guarantee the equal opportunity of workers and collaborators to guarantee a healthy and correct working environment. It invests in human resources for economic, professional and personal progress and for its employees and collaborators. The Company implements the National Collective Agreement of reference regarding each provision of work contracts and with particular regard to remuneration. It also prefers stable and permanent employment relationships.

    • 6.2 Relations between shareholders
    • SMIPA shareholders commit to the utmost cooperation, inspired by the principles of peaceful cooperation, transparency and in the full interest to keep the Company long-lasting.

    • 6.3 Relations between Directors
    • Directors must primarily promote the values and principles contained in the Code, taking on the internal and external responsibilities and strengthening the trust, cohesion and spirit of the group. Each Director undertakes to carry out their duty according to diligence, loyalty and good faith, in a perfectly collaborative and transparent manner. SMIPA Directors are required to provide employees and collaborators of the Company with the best example possible of cooperation and loyalty. The same act in a transparent manner, in mutual respect and according to the directives dictated by this Code.

    • 6.4 Conflict of interest
    • In the event of a conflict of interest, the following directives are adopted:
      Par. 1) Each activity must be undertaken only in the interest of the Company and in compliance with national and European regulations. All Recipients of this Code must avoid every situation and refrain from any activity that may oppose a personal interest to those of the Company or that could interfere and hinder the ability to assume, in an impartial and objective manner, decisions in the interest of SMIPA srl;
      Par. 2) Directors, Employees or external Collaborators who may find themselves in a situation of conflict of interest must immediately inform the Company through the Board of Directors. The latter will decide on the potential danger of the conflict and the possible removal of the person from their individual task;
      Par. 3) In the event there is a conflict of interest in the activity of one or more Directors, it is their duty to provide for their resignation and, if they do not, the Shareholders' meeting will temporarily remove the conflicting person from the meeting;
      When conducting any negotiation, situations must always be avoided in which the persons involved in the transactions are or appear to be in conflict of interest.

    • 6.5 Cash flow management and financial statement drafting
    • Every action, operation or transaction must necessarily be reported and recorded in the corporate accounting systems, according to the provisions of law and according to the applicable accounting standards. SMIPA prefers the use of traceable payment systems and limits the use of cash as much as possible. Every action, operation or transaction must be authorized by the Managing Director, who must verify the correctness, legitimacy, consistency and completeness. Written form is preferred for communications concerning payments to external parties. The staff in charge are held to the utmost cooperation and confidentiality, especially in the formation of financial statements and other accounting documents. The same, undertake to prepare the financial statements to comply with the principles of neutrality in the preparation, comparability, consistency, significance, cost evaluation, adequate disclosure and verifiability of the information acquired. In addition, they must promptly, and in any case within 5 days from the request, provide any information requested by area managers and the Managing Director. Each employee and collaborator is required to communicate to the Manager Director, even anonymously, about any inconsistencies or irregularities with which they come into contact through carrying out their duties.

    • 6.6 Information system management
    • or the information system management, reference is made to the Program Document on security adopted on 31.03.2011 and specifically to the part dedicated to the processing of personal data of the people involved in the business. The relative document and the related annexes, updated at the time of issuing this Code of Ethics, are an integral part of the same. Any violation of the aforementioned provisions is to be understood as a direct violation of the Code and of the Organizational Model. Each Shareholder, Director, employee or collaborator conforms to the ethical precepts of this Code, also in the management of its IT tool. It is everyone's duty to use the information system in an appropriate manner for work purposes. It is expressly forbidden to retain and/or disclose access data to the information systems of your colleagues, internal or external collaborators and all the people with whom SMIPA has relations, if not strictly necessary for work purposes and only if duly authorized. Every hacking activity performed in the Company is absolutely prohibited and opposed. In the event of illegal activities dedicated to the forcing of information system protection or, more generally, hacking activities are ascertained, they will be severely punished as referred to in the sanctions system. Work protocol n. 2 shall apply, mutatis mutandis.

    • 6.7 Health and safety
    • The Company undertakes to guarantee a healthy and safe workplace, adopting all the necessary means and in any case in full compliance with national and European legislation. SMIPA s.r.l., in accordance with the provisions of the law on safety at work, adopts the Report on Risk Assessment pursuant to Legislative Decree 81/08 and Legislative Decree 106/09, also appointing a Prevention and Protection Service Manager (PPSM). The safety program document is intended to be an integral part of this Code of Ethics. Any violation of workplace safety measures is to be understood as a direct violation of the Code. The Company undertakes to comply with the following basic rules and principles regarding occupational safety:

      • avoid risks;
      • evaluate the risks that cannot be avoided;
      • fight risks at the source;
      • adapt work to the human, especially concerning the design of work stations and the choice of work equipment and work and production methods;
      • take technical evolution into account;
      • replace what is dangerous with what is not or with what is less;
      • plan prevention, aiming at a coherent complex that integrates technology, the organization of work, working conditions, social relations and the influence of environmental factors;
      • give priority to collective protection measures in relation to individual protection measures;
      • give adequate instructions to the workers.

      Employees are also obliged to follow the following criteria:

      • observe the provisions and instructions given by the employer, the managers and the persons in charge, for the purposes of collective and individual protection;
      • use the protection devices made available to them in an appropriate manner, in accordance with the instructions provided;
      • correctly use machinery, equipment, tools, dangerous substances and preparations, means of transport and other work equipment, as well as safety devices, in accordance with the instructions provided;
      • immediately inform the employer, the manager or the person in charge of anomalies and lack of adequacy of the means and protection devices, the machinery, equipment, means of transport, or of the work equipment;
      • immediately inform the employer, the manager or the person in charge of the dangerousness found as a result of the use of dangerous substances;
      • immediately inform the employer, the manager or the person in charge of dangerous situations of which they become aware;
      • within the scope of their powers and possibilities, make direct efforts, in an emergency, to eliminate or reduce such deficiencies or hazards;
      • inform the workers' safety representative of any dangerous situation encountered in order to achieve involvement in the improvement process;
      • avoid removing or modifying the safety, signalling or control devices without authorization;
      • avoid carrying out on their own initiative, operations or manoeuvres that are not within their competence or that may compromise their own safety or that of other workers;
      • go to the health checks provided for them;
      • contribute, together with the employer, managers and persons in charge, to fulfil all the obligations imposed by the competent authority or in any case necessary to protect the safety and health of workers during work;
      • undertake to understand the technical, behavioural and management information provided by the employer, recognizing the positions taken on the organization chart and committing themselves to observing the hierarchical relationships;
      • commit to following with due participation, the training interventions implemented by the Body;
      • refrain from engaging in non-collaborative behaviour

    • 6.8 Abuse of alcohol and drugs
    • The abuse of alcohol or psychotropic substances in the workplace is strictly forbidden. It is also forbidden to keep them in the workplace and give them away free of charge. Being found or simply being under the effect of alcoholic substances or drugs means assuming the risk of jeopardizing the health and safety of the work areas.


    • 6.9 Relations with external parties
      • 6.9.1 General external interlocutors and communication:
      • SMIPA carries out the required checks when selecting its external interlocutors, with particular regard to their reputation and their corporate professionalism. To this end, the Company will use the databases and public registers held by the Authorities. The Company’s relations with any interlocutor, whether public or private, must be conducted in compliance with the law and with the principles of correctness, transparency and verifiability. The Company prefers the written form (letters, fax, e-mail, PEC, etc.) for any kind of formal communication to external parties. Any communication with binding content for the Company must be made in writing and must be duly kept according to the type of support. The Company only takes legal action when its legitimate expectations are not duly met by the interlocutor and only after the experimentation of alternative means of settlement of disputes, in accordance with the provisions of the law (especially mediation as regulated by Legislative Decree 28/2010, and assisted negotiation as introduced by Decree law 132/2014, converted with amendments to Law n. 162/2014). Fr the choice of its commercial partners, SMIPA s.r.l. uses the selection criteria inspired by the principles of reliability, professionalism and transparency. For this purpose, in selecting its commercial partners and suppliers, SMIPA prefers those who have adopted or are adopting a Company Organizational Model or alternative systems to control the company's business. This criterion, used as a subsidiary, must strengthen relations and the distribution of the Organizational Models.

      • 6.9.2 Customers and buyers:
      • SMIPA s.r.l. manages its business in a transparent manner and one inspired by the best criteria of quality and fairness. The main objective to be pursued is the satisfaction of the Customer and of the other parties to whom it directs its corporate business. All conduct, operations and transactions decided or implemented by the Company and by external collaborators in the name or on behalf of it must comply with the law, professional correctness, transparency principles, verifiability, coherence and fairness, as well as being duly authorized, documented and recorded.

      • 6.9.3 Suppliers:
      • Relations with Suppliers of the company, including financial and consulting contracts, are governed by the rules of this Code and are subject to constant and careful monitoring by the Company itself.


    • 6.10 Protection of intellectual and industrial property:
    • Every employee, collaborator and manager is required to know the legislation regarding the protection of patents and trademarks (including European and international ones) and to comply with it. SMIPA s.r.l. in carrying out its business, undertakes to protect all rights regarding industrial/intellectual property, also by providing the application of specific contractual clauses containing the commitment/attestation/authorization of the contracting parties.


  • 7. Sanctions system

  • Drafting an effective sanctions system to be applied in the presence of violations of the provisions contained in this Code of Ethics adopted by SMIPA, constitutes a fundamental condition for the concrete application of the same, as required by law (Article 6, paragraph 2, letter e) of Legislative Decree 231/2001).
    Measures regarding Directors
    Upon notification of a violation of the Organizational Model or of the Code of Ethics committed by one or more of the top management, the Supervisory Body will immediately inform the entire Board of Directors. The Supervisory Body may send a written warning to the entire Board of Directors or an individual member for minor violations of this Model 231. In the event of repeated violations, and/or a serious violation of the provisions of this Model 231, the Supervisory Body shall inform the entire Board of Directors and the Shareholders' meeting of the circumstance, which may adopt the related provisions. In the cases provided for by the Law, the Supervisory Body must inform the Public Authority of any violations committed by the top management. If the violation reaches such a level of seriousness as to question the relationships of trust or when there are repeated violations and related warnings, once the Board of Directors has heard the Supervisory Body, it can convene the Shareholders' meeting, with the revocation of the member on the agenda.
    Measures regarding department managers
    Upon notification of a violation of the Model 231 and of this Code by one or more managers, the Company will adopt, with the manners specified herein, what is provided for by law and by the CCNL of reference to the author of the censured conduct. If the violation disrupts the relationship of trust, then the sanction is identified in the dismissal for just cause.
    Measures regarding employees
    Any conduct contrary to the rules of conduct contained in this Code are qualified as disciplinary offences. The disciplinary measures defined by law and by the current National Collective Agreement for workers and for employees of the rubber, electrical cables and similar industries and the plastic industry of 08.01.2014 are therefore applicable to SMIPA employees

    The types of sanctions that can be imposed, determined always according to the Collective Agreement applied, are as follows:
    - verbal warning;
    - written warning;
    - fine up to 3 hours of pay and contingency allowance;
    - suspension up to 3 days from work;
    - dismissal for shortcomings.

    The type and extent of each of the above sanctions will be determined by considering:
    - the intentionality of the conduct or degree of negligence, imprudence or inexperience;
    - the overall conduct of the worker and existence of previous sanctions;
    - the functional position and duties of the worker;
    - other specific circumstances that accompany disciplinary violation.
    With regard to the ascertainment of the violations of this Code of Ethics and the entire Organizational Model, the disciplinary proceedings and the imposition of sanctions, the Company relies on the Supervisory Body for the task of carrying out internal investigations, and on the Board of Directors for the proposed disciplinary proceedings and the imposition of any sanction.