CODE OF ETHICS of the RCS Group Approved by the RCS MediaGroup S.p.A. Board of Directors at the meeting of 31 July 2003
- 2 - Code of Ethics Aim and Intended Audience The Code of Ethics of the RCS Group to be understood as the Parent Company RCS MediaGroup S.p.A. and the companies directly or indirectly controlled by it - has as its objective the orientation aims at guiding the behaviour of company bodies and their members, their staff and contributors and those of other associated companies, in Italy and abroad, with the aim of promoting, through self-governance and the methods and procedures of corporate governance, creation and maximisation of values for Shareholders, for those who lend a hand in the operations of the business, and for the community to which RCS's products are directed, within ethical values of conducting business. As a company that broadcasts in the media, the RCS Group carries out its business with respect for the principles of freedom and pluralism, asserting the pre-eminence and importance of the right of the public to proper and complete information. Respect for the rules of ethics when conducting business, and the resulting reputation for the company and its contributors, constitutes a necessary condition, and a competitive advantage, to pursue the success of the RCS Group mission and achievement of the set goals. This Code of Ethics binds all members of its intended audience, at any level of business organisation. With regard to parties external to the Group, it will be the duty and obligation of the company member interested obtain from the third party the commitment to respect the Code of Ethics. Contents The Code of Ethics concerns The guiding values which characterise the business culture of the RCS Group and comprise its identity in the contemporary world Relationships with state institutions, both inspection institutions and directive institutions, Relationships with the market, whether it is with the consumer public or competing companies, Relationships with clients and suppliers Relationships with employees, and employee relationships with each other Guiding values The guiding values are set out for the purpose of reaching the goals described in the following:
- 3 - Creation of value for the Shareholders The creation of value for Shareholders is a primary objective to which industrial and financial strategies and their consequent actions are aimed, inspired by the efficiency in the use of resources, with the aim of making the RCS Group increasingly more solid, capable of growth and independent development. This objective is pursued, depending on the interest of the Shareholders and other stakeholders, by means of: o the excellence of performance and results, in terms of quality and cost efficiency, also leveraging innovation, o a thin, efficient and effective organisation, in order to maximise synergies, both within the group or with a third party. Generally, the creation of value can be measured as part of the operational results which exceeds the initial capital outlay Cultural enrichment of the country o by offering and guaranteeing information which is independent, autonomous, pluralist and complete, and being socially aware of being part of a Group intends to provide a service of primary social importance, o by offering products with cultural contents which contribute to the development of the country Awareness of working as a Group The parties bound by the Code should conduct themselves with o awareness and determination to work to pursue common goals o a common feeling of belonging to the Group, while respecting different personalities, opinions, knowledge and experiences o promotion of the image and reputation of the group o awareness of identity, as individuals and as a group, in relationships with institutions, Shareholders, staff and contributors, clients, suppliers, the market and overall, general public opinion o pursuit and development of possible synergies and exchange of experiences, knowledge and resources among the different operating components of the Group and with external partners. In this last case, operating with respect for the protection of the ownership and use of the know-how specific to the Group Putting people first The RCS Group values the know-how" and the knowing how to get things done as an initiative for the development and continuation of leadership. The company favours conditions which allow those working for the Group to o express themselves and their abilities as best they can o develop the skills of each individual, as a cornerstone of human resources management
- 4 - o receive the same opportunities for professional growth, without discrimination of any type, recognising as the sole criteria for determining the awarding of tasks and jobs, the professional ability and potential of individuals and the reaching of individual and common goals o participate and contribute to the decision-making processes of the business, in the awards area, according to ability and competence o make use of communication systems for the divulgence within the RCS Group of appropriate information to spread knowledge on business objectives, operations management and information on correct behaviour. Integrity and discipline The intended audience of the Code of Ethics, in pursuing the objectives of the RCS Group in the different working contexts, must o respect the rules and regulations for self-governance, the principles of this Code of Ethics and all other rules of conduct of the RCS Group, steering clear of illegal or incorrect actions o acquire full knowledge of the regulatory elements to be respected o act in the interests of the RCS Group o ensure action in accordance with the elements and criteria based on business decisions o preserve and promote the reputation of the RCS Group o avoid any situation that could lead to conflicts of interest or interfere with the decision-making process that is free from outside influence external to the Group; the existence of any situations of conflicts of interest, one s own or with relatives up to the fourth degree, must be reported to head office; o work in consistency with the demands that emerge from social context, with particular, but not exclusive, reference to the safeguard of basic human rights, safety at work and with industrial processes and products, with a view to environmental friendliness o respect the rules of the professional code of conduct, even where only applicable by analogy Clarity and transparency Behaviour towards Shareholders, staff and contributors, the state institutions, public administration, social clubs, the financial world and the market and third parties in general must show loyalty, clarity and transparency, and go beyond the strict observance of rules. The obligation to observe all the rules imposed for determined subjects and matters and the protection of confidentiality, such as, for example, the rules on privacy, price sensitive information and professional discretion, is settled. Efficiency and effectiveness
- 5 - The timeliness and determination of the engagement of decision making and their performance are determining success factors. The decision-making process must take into account criteria of responsibility, delegation, and simplicity, and must be followed by verification of results. Not even the total reaching of individual goals can represent itself the greatest contribution to the success of the business, which can only be attained with a strong and widespread inclination to team-working with the union of necessary competences to bring operations to a successful conclusion. In a historic phase characterised by quick changes the importance of stimulating creativity and praising anyone who is provider of innovative proposals and knows how to take on changes, using any possible/unavoidable errors as a chance to learn and improve, is recognised Ability, the reliability, professional competence are fundamental components which are necessary in each individual s work, in order to achieve excellent results. Customer satisfaction With the ethical, social and cultural principles that the media embody remaining firm, the Group affirms the importance of achieving total customer satisfaction with the products and services provided. In order to reach such an objective the Group aims to define and maintain high standards of quality with regard to the market; is constantly committed to promoting innovation in processes and products; and monitors customer satisfaction per Group business segment. Also considered an essential element for customer satisfaction is the ability to forecast the development of market demand. Competitiveness The method of comparison with the best businesses at both national and global level is a crucial requirement in order to acquire the awareness of one s own value, but also of existing possibilities for improvement. Awareness of the group s positioning in relation to the market and competitors is fundamental to continuous improvement of products and processes. The comparison with more advanced companies implies on the Group's part the intention and ability to accept and incorporate philosophies and work methods different from those usually practised. The constant expansion of markets and their integration of these markets into different cultures requires a continuous attention to the signals from these markets and subsequent discussion and the overcoming of pre-existing stereotypes. Relationships with state institutions In relationships with state institutions, Public Authorities, whether they are inspection institutions or directive institutions such as CONSOB; Borsa Italiana; Italian Communications Authority; Italian Antitrust Authority, Italian Privacy Authority and the
- 6 - Public Administration in general the intended audience of the Code of Ethics are to observe the guiding values and in particular the principles of integrity and discipline, with loyalty and collaborative spirit. In this framework, the RCS Group and the people who work within the group, in their respective roles and duties, are to respect and ensure the respect of the legislation which regulates the operations of companies and in particular listed companies, to comply with and ensure observation of the governance rules promulgated in relation to the Self- Governance Code of listed companies, to comply with and ensure observation of the rules of behaviour provided by all other regulations or specific ruling (such as, for example the Code of Conduct on Internal Dealing, procedures for significant operations and related parties, the procedure for the treatment of confidential information), to respect the regulations and provisions regarding environmental issues and safety in the workplace, to appoint the managers and supervisors required by the laws in force, to respect the regulations of the sector which govern publishing and communication operations, to carry out fulfilment of legal requirements in a timely manner, to equip themselves with the tools necessary to keep individuals' behaviour from determining the liability of legal persons. The RCS Group maintains correct relations free from discrimination with the political parties, union organisations and associations operating in the political sphere in general, refraining from distribution of funds. Relations with the market A) Relations with the public The RCS Group, in its leadership position in the media sector, undertakes to operate with professional skill and morality, with a continuous commitment to upholding: the principles of the defence of freedom, plurality and completeness of information, refusing all forms of discrimination the principles of our constitutional Charter and the international Conventions that protect integrity, dignity and identity as indispensable components in an individual person s heritage B) Relations with competitor companies Competition with companies working in the same field must be fair, conducted in the arena of quality and success of products, and also by means of the strict protection of the material and immaterial assets of the Group, the monitoring of the integrity of its rights, the enhancement of human and industrial resources, and the development of know-how. The above applies in whatever territorial area the RCS Group works or operates. C) Relations with the financial market Relations with shareholders have to be conducted in order to create the necessary conditions so that the shareholders participation in company activities is performed with the required degree of awareness. Relations with the financial market have to be conducted with the utmost compliance with standards and regulations pertaining to the sector, and in compliance with the provisions
- 7 - issued by supervisory authorities and organs, following methods that in any case prevent the occurrence of any possible obstacles or dispute, in conditions of fairness, transparency, and with the same degree of access to information. Information documents must be compiled in compliance with the respective principles of company information: relevant information should be communicated promptly, and confidentiality should be maintained up until the moment at which the information is released to the market. Information should not be circulated on the market for purely promotional purposes. Relations with clients, suppliers and professionals providing their services When choosing suppliers of goods or services, the factors that should be dedicated paramount attention are the reliability of the suppliers and their capability of correctly performing the obligations that they have accepted, as well as the quality/price ratio of the goods or services offered, without discrimination or preconceived judgements. When selecting third parties to whom to entrust the performance of services, of whatever nature, for and/or in the interest of the Group, including consultants and professionals, the factors to be considered are the level of specific skill, the capability of offering services at the required level of quality in the required times, the level of economic recompense requested by the provider of the service, and the guarantees that they recognize. Real possibilities of competition between suppliers should be promoted with respect to the above considerations. Suppliers and service providers who follow the same principles and rules of behaviour as established in this Code of Ethics and in the modes of behaviour herein described, even indirectly, should be preferred. In the case of particular economic importance and/delicacy, the suppliers may be asked to provide specific declarations (affidavits) of conformity to the above-mentioned principles of behaviour. The criteria applied to the evaluation of services offered have to be readily verifiable. The evaluation of clients must include a valuation of their capacity to comply with their undertakings as regards payment. Contracts and communications with suppliers and clients must be compiled with attention to completeness, compliance with the applicable regulations, and clarity and ease of comprehension. In relations with suppliers of goods or services, and in relations with clients, those to whom the Code of Ethics applies must not give or accept gifts or benefits, excepting those of negligible value: the acceptance of sums of money is excluded in all cases, and such offers are not permitted in any form of relations with public authorities. In the case that the circumstances, after consultation with one s superior in the company, suggest that it is inappropriate to return gifts received, the recipient must donate an equivalent sum to charity.
- 8 - Relations with employees, and amongst employees Rules of personal behaviour must be followed by all employees, and enforced by the managers of company functions, for all their collaborators, whether they be linked to the company by a contract of employment or by a form of external cooperation. The company must guarantee compliance with regulations regarding health protection and the physical health of workers (safety and prevention, workplace hygiene), and protection of the environment, and in general it must provide a workplace that is safe, healthy, and suitable for the conducting of work activities. The parties bound by the Code of Ethics must work in compliance with the principle of equality, eliminating any form of discrimination, and safeguarding the plurality and diversity of human resources. The decisions, judgements and evaluations of individuals should be performed with reference to professional and personal qualities alone. Employees should be treated fairly and honestly. Technical know-how is the property of the Group, excepting any rights (author s rights or other such rights) that are to be attributed to employees or third parties by law or other considerations. The parties bound by the Code of Ethics must work with a spirit of cooperation, making their contribution to the company s activity using their respective skills, complying with criteria of confidentiality and secrecy as regards any information with which they may come into contact for whatever reason (for example, technical and/or financial data, information regarding products, contracts, negotiations under way or expected in the future), unless this information is by nature bound to become part of the public domain. Working activities have to be conducted in compliance with the privacy of those concerned, with honesty and mutual respect. All employees have the responsibility of protecting and safeguarding the company property with which they are entrusted, including the rights of intellectual and industrial property, and likewise the company information in their possession, using such property correctly and in the company s interests, maintaining its confidentiality and secrecy. Violations of the provisions of the Code of Ethics The violation of the provisions of the Code of Ethics, and likewise the violation of standards, regulations and procedures referred to in said Code, constitutes a reprehensible form of behaviour both from the disciplinary point of view and as regards the correct implementation of the obligations deriving from the relationship existing between the subject party to observance of the Code and the RCS Group. The person responsible for the violation will be subject to as well as the liability and penalties that may be prescribed by law as a consequence of the respective reprehensible behaviour the penalties detailed below, while confirming the rights of the RCS Group subject whose interests have been damaged by the violation to take action in order to be recompensed for the damage sustained: a) if the violation is committed by an employee of one of the companies of the RCS Group, this will lead to the possible application of disciplinary sanctions as in the provisions of
- 9 - law and contractual conditions, including those of collective bargain contracts, confirming the obligation to follow the provisions of this Code as an integral part of the obligations pertaining to the employment relationship, with references also to article 2104 of the Italian Civil Code; b) if the violation is perpetrated by a member of the board or other company structures of one of the companies in the Group including the Secretary to the Board of directors this violation shall be communicated to the shareholders at the next shareholders meeting or, in the case of the Secretary, to the board at the next meeting, in order to evaluate a possible revocation of the position for valid motivation; c) if the violation is perpetrated by a person whose relationship with the RCS group differs from the two situations described above, the respective Group company may terminate the relationship, or in any case withdraw from the agreement without having to pay any form of indemnity or reimbursement, even in the case that the action is not preceded by prior notice. The decision will be taken by the subject possessing the respective powers. In determining the penalty, due consideration must be given to the concrete circumstances of the case and whether or not the violation has been repeated over the course of time. An incorrect interpretation of the principles and regulations established by the Code of Ethics can be considered as a mitigating circumstance only in the case of goodwill behaviour in which the limitations posed by the Code of Ethics exceed the level of knowledge expected from a person of due diligence. The RCS Group will undertake to implement the procedures, regulations, communications and instructions that are necessary for the appropriate application of the penalties. Area of application and interpretation The provisions of the Code of Ethics cannot contemplate all forms of relations, behaviour and situations; they establish values and set criteria of behaviour, whose observance and implementation are entrusted to the sense of responsibility and the capacity of interpretation of the individuals party to the Code. Such persons in the case of doubt or uncertainty in interpretation are required to ask for clarification in accordance with the company hierarchy and criteria of functional responsibility, in particular as regards legal functions and human resources. The provisions of the Code of Ethics may be modified at any time, in order to bring them into line with the RCS Group s changing requirements or to clarify the interpretation of said provisions. Date of effect The provisions of this Code of Ethics will be effective as of the date on which they are approved by the Board of Directors of the Group flagship company, RCS MediaGroup S.p.A..
- 10 - The Code of Ethics will be imparted to all employees of the RCS Group and to other interested parties.