Code of Ethics of Morris Profumi S.p.A.

Transcription

1 Code of Ethics of Morris Profumi S.p.A. 1

2 Contents 1. INTRODUCTION ADDRESSEES ETHICAL VALUES STANDARDS OF CONDUCT RELATIONS WITH HUMAN RESOURCES MANAGEMENT OF WORKPLACE HEALTH AND SAFETY AND ENVIRONMENT PROTECTION MANAGEMENT OF QUALITY MANAGEMENT OF FINANCIAL RESOURCES AND ACCOUNTING SYSTEM BUSINESS MANAGEMENT RELATIONS WITH PUBLIC ADMINISTRATION RELATIONS WITH POLITICS MANAGEMENT OF CONFLICT OF INTEREST PRIVACY ORGANIZATION, MANAGEMENT AND CONTROL MODEL AND CORPORATE PROCEDURES IMPLEMENTATION AND SANCTIONS

3 1. INTRODUCTION This Ethical Code was approved by the Board of Directors of MORRIS PROFUMI SpA (hereinafter Morris or the Company ), with resolution dated 11 December This Code of Ethics represents the set of ethical values and standards of conduct, already deeply rooted in the company s culture, on which the Company and the people working for the Company base their activity. The Code of Ethics is an instrument designed to preserve the value and the integrity of the company over time and a set of positive principles and standards that Morris has chosen to adopt as a concrete expression of its commitment. 2. ADDRESSEES The provisions contained in the Code of Ethics apply to all the employees, with no exceptions, to directors, associates, consultants, representatives, attorneys and whoever operates on behalf on the Company (hereinafter the Addressees ) The provisions also apply to anyone who directly or indirectly entertains relations with the Company, whether permanently or temporarily, upon consent of the latter. Each employee is responsible for their actions with respect to this Code of Ethics and to all national and international regulations currently in force. In particular, the provisions herein set forth are consistent with: UK Bribery Act 2010; US Foreign Corrupt Practices Act (FCPA). [Note: the last item regards only Companies operating in the U.S.A. and in the U.K.] This Code of Ethics is to be disseminated by any means (including electronic mail and publication on the Company s Intranet/Internet sites) to all Morris employees, as well as to anyone who is connected to the Company, who must undertake to observe it. 3

4 3. ETHICAL VALUES In pursuing its objectives, Morris is inspired by the following values, who are binding for all the Addressees of this Code of Ethics: Legality The Addressees shall maintain a conduct that fully respects this Code of Ethics, the company s procedures and all current regulations. Integrity The Addressees shall keep a professional and responsible conduct, and ensure that their behaviour is inspired by honesty, morality, fairness and good faith. Transparency In liaising with people, the Addressees commit to maximum transparency and loyalty, always striving to provide clear, complete, prompt and truthful information, including in relations with public administration bodies. Impartiality The Addressees shall operate in full respect of the personal characteristics of each person, fostering and rewarding integrity and a sense of responsibility, respecting diversity and rejecting any form of discrimination based on age, health status, gender, religion, race, political and cultural opinion, as well as personal or social conditions. 4. STANDARDS OF CONDUCT In the performance of corporate duties, the Addressees shall observe the following standards, based on the above ethical values. 4

5 4.1 Relations with human resources Morris considers its workforce a fundamental, strategic factor for the achievement of the company s objectives. For this reason, it protects and value its staff, with the aim of improving and enhancing the wealth and competitiveness of the skills that each employee has. Morris endeavours to create a work environment that favours the achievement of corporate objectives by: promoting a culture of health and safety in the workplace, as well as full respect of applicable regulations and the highest prevention and protection standards and measures; observing the rights set out by the Universal Declaration of Human Rights, together with exploitation of underage workers and full protection of workers' rights, trade union rights and freedom of association; developing the skills and competencies of each employee; adopting criteria of merit, competence and in general of professional character<, respecting the personality, psychological-physical and moral integrity, sensitivity and dignity of each person, without prejudices, discrimination or otherwise harmful attitudes. In conformity with applicable regulations, staff recruitment shall be subject to full adherence of the applicants to the professional profiles requested, ensuring equal opportunity for all the persons applying for a position. In managing relations that involve the creation of hierarchies, the Company undertakes to ensure that authority is exercised with equity and fairness, and that any kind of abuse is avoided Management of workplace health and safety and environment protection In accordance with their role and duties, the Addressees undertake to disseminate and consolidate a culture of safety, by developing an awareness of risks, promoting responsible behaviour on the part of all workers and endeavouring to preserve, especially with preventative actions, the workers health and safety. 5

6 Morris Profumi spa has implemented a health and safety management system in conformity with UNI INAIL ISPESL guidelines. The Addressees shall ensure that Morris operates in full compliance with current regulations on prevention and protection, in conformity with the latest criteria on environmental protection and energy efficiency, with the aim of continuously improving health and safety conditions in the workplace. In the performance of internal and external activities, Morris is committed to safeguarding the environment by ensuring respect of current regulations, through compliance with the requirements thereof and based on the certification under standard UNI EN ISO 14001:2004, awarded in November Management of quality In accordance with their role and duties, the Addressees undertake to disseminate and promote all the actions needed to guarantee compliance with applicable regulations in the area of product quality, by promoting instruction and training of personnel on these issues. Their commitment consists in promoting and fostering continuous company growth, meeting the needs of the company s client base in line with applicable standards and internal regulations. The commitment also consists in supporting continuous improvement of product quality, of processes and of services in compliance with preset requisites. In accordance with their role and duties, the Addressees undertake to implement a Quality System and maintain it active and efficient in conformity with the UNI EN ISO 22716:2008 certification awarded in May Management of financial resources and accounting system The Company pursues its corporate object in compliance with current standards, with corporate by-laws and internal regulations, ensuring correct operation of corporate 6

7 bodies and the protection of the shareholders' proprietary and participatory rights and safeguarding the company s capital and assets. In accordance with their role and duties, all Addressees shall ensure that the financial resources of Morris are managed in conformity with applicable regulations, with the company's procedures and practices and with corporate objectives. In particular, the Addressees are aware of the risks deriving from the potential conduct of third parties they can enter into a relationship with, in the perpetration of criminal conducts, particularly those connected with the management of financial resources (i.e. corruption, money laundering, receiving stolen goods, financing terrorist or criminal organizations, etc.). The Company endeavours to maintain a reliable administration-accounting system with the aim of providing accurate and complete financial data for a clear, truthful and correct representation of management facts. Moreover, it endeavours to implement and use adequate instruments to identify, prevent and manage risks of any nature, fraud and unfair conduct. All of the activities and actions carried out by the Addressees in the performance of their work duties shall be verifiable. Accounting transparency is founded on truth, accuracy, completeness and reliability of the documentation of management events and of the associated accounting records. Every Addressee must cooperate to ensure that management facts are correctly and timely represented in the accounts. Adequate documentation of the activities carried out is filed for each operation, so as to enable smooth accounting registration, identification of the various levels of responsibility as well as accurate reconstruction and auditing of operations. Every record must precisely reflect what is stated in the supporting documentation. To this end, Morris endeavours to assure that correct information is available to shareholders, company boards and competent bodies, on significant actions and facts relating to company management and accounting. All the Addressees, in whatever capacity involved in the preparation of the financial statements, shall keep a fair, transparent and collaborative conduct, in compliance with laws and regulations and with corporate procedures, with the aim of providing shareholders and third parties with truthful, correct information on economic results and on the assets and financial situation of Morris. 7

8 The use of assets and financial resources of Morris must be regulated by procedures that allow maximum transparency, require periodic reporting and enable checks to be performed at any time to identify who authorized, performed, recorded and audited every single operation. 4.5 Business management Under no circumstances will it be acceptable to pursuit the interests of Morris through violation of applicable laws and regulations. Morris competes on the market fairly and complies with, among other things, the rules of competition and ethical principles commonly accepted in business: legality, transparency, fairness and loyalty; therefore, it does not permit illegal favours to public bodies, public officers or private entities. In particular, no form whatsoever of gift or other benefit is allowed if it goes beyond normal commercial practice or courtesy, or is in any way aimed at gaining favourable conditions within any activity associated with Morris. In selecting and dealing with suppliers and commercial partners, the Addressees, in accordance with their role and duties, shall apply objective and provable criteria, always geared to obtaining the maximum competitive advantage for Morris, based on the quality and price of the goods or services, as well as the guarantee or support offered, according to an objective assessment of competitiveness, quality, cost effectiveness, price and integrity. The principle of separation of functions must be applied, particularly with respect to the activities of controlled and controller. Every operation and transaction must be performed in compliance with current regulations and must be duly recorded, authorized, verifiable, legitimate, consistent and congruous. Every operation and transaction must be supported by adequate documentation so that, at any time, it will be possible to carry out checks to verify the characteristics and grounds of an operation and identify the persons who authorized, performed, registered and verified the operation. Every operation and transaction must be supported by adequate documentation so that, at any time, it will be possible to carry out checks to verify the characteristics 8

9 and grounds of an operation and identify the persons who authorized, performed, registered and verified the operation. The above must also be applied to operation and transactions that are not performed directly but through other companies of the Group and/or third parties acting on behalf of Morris, both in Italy and abroad. Any amount paid in whatever form to suppliers, associates or external consultants for services provided shall be congruous and proportioned to the quality and quantity of the work performed, taking also into account the conditions of the market, and shall be documented and recorded. The Addressees shall not accept or try to obtain from commercial partners and from consultants gratuities and benefits of any form whatsoever, unless in line with social customs and with company s procedures and provided their value is small and such that it will not jeopardize the integrity and reputation of either party and not influence the Recipient's autonomy of judgment. Anyone receiving a payment made with false or stolen banknotes, coins or credit cards, shall immediately inform their superior who will report to the competent judicial authority. 4.6 Relations with Public Administration Relations with government bodies and/or associated enterprises, public authorities, public institutions, Italian or foreign, international public organizations and their officers (or persons acting on their behalf) (hereinafter "Public Administration") are entertained by the Addressees who have been specifically authorized as per the company's procedures, in compliance with current regulations and in line with the principles of fairness, loyalty and transparency. Morris shall not accept payments and/or promise of money or compensation of any kind, gifts, objects, services, etc., either direct or indirect, in favour of officers, directors and/or employees of the above bodies and/or their relatives and/or de facto spouses and/or third parties in general with the aim of influencing office proceedings, obtain illegitimate favours, promises or requests of advantages or benefits in general. Gifts or gratuities are allowed only in compliance when set out in corporate procedures and provided the value is always limited and never exceeds ; in some particular cases these limits may be exceeded (also for cultural or philanthropic reasons) but these have to be expressly authorized and recorded. 9

10 The Addressees are not allowed to (directly or indirectly) undertake the following actions: examine or propose hiring and/or commercial opportunities that could benefit Public Administration employees, on a personal basis or in any way provide a benefit to them; accept or solicit gifts, favours or commercial practices or conducts that are not inspired by total transparency, fairness and loyalty and, in any case, not in conformity with applicable regulations; promise or offer to public officers or in general to Public Administration employees, money, goods or, more in general, benefits or various nature as compensation for proceedings in their office with the aim of promoting and favouring their own interest or the interest of the Company or of obtaining execution of proceedings that go against their office duties; solicit or obtain confidential information that can compromise the integrity or reputation of both parties or in any way violate equality of treatment and public proceedings performed by the Public Administration; induce Public Administration employees, in the course of application for permits/licences, or fulfilment of legal requirements, to erroneous interpretations through deception, omission or production of false, partial, ambiguous or misleading information. 4.7 Relations with politics As a matter of principle, Morris does not give contributions to political parties, committees, organizations or political candidates. Any contributions must in any case be decided with a resolution and granted in conformity with current regulations and duly recorded. Any form of involvement in political activities of persons bound to compliance with this Code of Ethics shall be on an exclusively personal basis and shall comply with applicable regulations currently in force. 10

11 4.8 Management of conflict of interest In accordance with their role and duties, all Addressees must ensure that each and every business decision is taken in the interest of the Company; for this reason they shall avoid all situations of conflict of interest with Morris or situations that could interfere with their ability to take impartial decisions, so as to safeguard the best interest of the Company. Should an Addressee come to a situation that could, even potentially, lead to a conflict of interest, he/she must preventatively report it to their superior, in order to determine whether a conflict actually exists and define an intervention. Where directors are involved, they must report the situation to the Board of Directors and refrain from participating in the resulting resolutions. By way of example, the following situations, inter alia, could result in a conflict of interest: having economic and financial stakes (significant packet of shares, professional appointments, etc.) including through family, with customers, suppliers, partners or competitors; doing work for customers, suppliers, partners or competitors; requesting or accepting gifts and benefits or any nature, other than the cases envisaged by social customs and/or corporate practices, of large value and such as to compromise the integrity and reputation of either party and influence the autonomy of judgment of the Addressee; using one s position and one s role or the information acquired through one s work in a way that may create conflict of interest between the person and the Company. 5. PRIVACY Every shareholder, corporate body member, employee, consultant and/or external associate and any other person who is connected with the Company in any capacity shall refrain from disclosing all news, data, information of a secret or confidential nature and/or from disclosing to unauthorized persons inside or outside the company, in full or in part, any data and information in any form processed or acquired during 11

12 the performance of their service, with the commitment that said information shall be used directly and/or directly only for said service. The privacy of and personal data relating to shareholders, employees and/or external consultants, customers or suppliers and any other person connected with the Company in any capacity, are treated by Morris in full compliance with current regulations on the processing of personal data. 6. ORGANIZATION, MANAGEMENT AND CONTROL MODEL AND CORPORATE PROCEDURES The organization, management and control model adopted by Morris complies with the provisions of L.D. 231/2001 and implements procedures, criteria and sanctions designed to ensure compliance with the ethical values and the standards of conduct set forth herein. 7. IMPLEMENTATION AND SANCTIONS Morris shall closely supervise compliance with this Code of Ethics and make provisions for adequate instruments for training, prevention and control, ensuring transparency of the operations and actions implemented and intervening with corrective actions when needed. Under no circumstances shall the Company s interest justify a conduction of violation and/or departure for this Code of Ethics. All the Addressees have the possibility, and the duty, to report any presumed cases of violation of the standards of conduct set forth in the Code of Ethics that they become aware of, or to report attitudes or situations of potential concern. The report can and should be made immediately to the Supervisory Board ( S.B. ) under L.D. 231/2001 at their address. The S.B. evaluates the reports received and keeps the identity of the reporter absolutely confidential. To this end, all Addressees are required to cooperate with the S.B. to enable them to gather any additional information needed for an accurate, complete evaluation of the reports received and then submit them to the Board of Directors. 12

13 The violation of the provisions of the Code of Ethics can constitute breach of primary obligations under labour relations or disciplinary offence, with the consequences provided for by the law, including termination of employment and proceedings for compensation of damages caused by the violation. For Addressees who are not in a direct work relationship with the Company, the violation of the provisions of the Code of Ethics constitutes breach of contract and is grounds for contract termination, without prejudice to the right to claim compensation for damages. The application of disciplinary sanctions is not dependent upon the initiation or outcome of any criminal proceedings, as the Code of Ethics is a set of rules that are binding for all the Addressees and whose violation must be sanctioned regardless of whether such conduct actually constitutes a crime and punishable by law. 13