Code of Conduct
Metalsistem S.p.A. is an industrial group which, because of its structure and size, assets under management and its connection with the territory and the environment, plays a major role in the market, economic development, environmental protection and the welfare of the communities in which it operates, working in a variety of institutional, economic, political, social and cultural contexts.
Consistently, all tasks must be carried out according to ethical principles in compliance with the law, environmental responsibility, honesty, integrity, clarity and transparency, fairness, good faith, fair competition and respect for the legitimate interests of customers, employees, shareholders, partners and entities with which the company has relations.
In order to give substance and continuity to the above and to ensure the proper functioning, reliability and reputation of the company, this Code of Conduct aims to identify and promote the ethical principles and criteria of conduct that must be observed in carrying on the business and for the company, establishing mechanisms finalized at their implementation and observance.
The provisions of the Code are binding for the conduct of all the members of the Company’s Board of Directors, administrators, managers, employees, consultants and anyone working in its name and on its behalf, regardless of the underlying legal relationship, suppliers, customers, all those who have contractual relationships with it and all those who work for accomplishing the company’s objectives.
The Supervisory Board of Metalsistem S.p.A. has the task of monitoring the implementation, effectiveness and appropriateness of the Code of Ethics so that the principles by which it was inspired are observed.
By resolution of the Board of Directors, the Code of Ethics may be amended and supplemented, also on the basis of suggestions and indications from the Supervisory Board.
It is for the senior management of Metalsistem S.p.A. to ensure the continued diffusion of the ethical values contained in this document; to this end, the Company, in various forms, invites all parties to whom the Code is addressed to read it by visiting this website: www.metalsistem.com.
This context includes, among other initiatives, the design and implementation by Metalsistem S.p.A. of its Organization and Control Model pursuant to Italian Legislative Decree D.Lgs. 231/2001 as amended (hereinafter “Model 231”), aimed at the prevention of crimes considered by the legislation in question. This Code of Ethics is one of the key reference protocols for the effectiveness of the Model, determining that:
- Metalsistem S.p.A. has the absolutely necessary principle of compliance with the current laws and regulations in all the countries where it operates;
- all the Company’s operations and transactions must be properly recorded, authorized, verifiable, legitimate, consistent and appropriate; the basic principles better defined below must be adopted as regards relations with the public administration.
2. Recipients of the Code
The Code of Ethics applies to the members of the Company’s Board of Directors, administrators, managers, employees, consultants and anyone working in its name and on its behalf, regardless of the underlying legal relationship, suppliers, customers, all those who have contractual relationships with it and all those who work for accomplishing the company’s objectives, binding them, without exception, to observe and have observed the principles contained within the framework of their functions and responsibilities.
In no way can the conviction of acting for the Company’s benefit justify any conduct contrary to the Code of Ethics.
- The members of the Board of Directors being aware of their responsibility, as well as compliance with the law, corporate bylaws and the rules of supervision and control, are bound to comply with the contents of this Code of Ethics. In setting business objectives, the members of the Board of Directors are inspired by the principles of this Code.
- The administrators are required to observe the contents of the Code in proposing and implementing projects, actions and investments to increase the Company’s assets, managerial and technological values over the long term, the shareholders’ report and the long-term welfare of the employees and the community.
- The executives are responsible for implementing the values and principles of the Code, assuming in-house and external responsibility, strengthening trust, cohesion and team spirit.
- The employees in carrying on their work, besides fulfilling their general duties of loyalty and fairness, must comply with the corporate rules and follow the provisions of the Code of Ethics and national labor contract.
- This Code of Ethics applies also to other parties outside the company who have, directly or indirectly, relations with the latter (by way of example, board of auditors, auditors, attorneys, agents, outsourcers in any capacity, consultants, suppliers, customers, industrial and business partners).
All the above parties are obliged to behave in conformity with the provisions of the Code of Ethics and Model 231, which are invoked in order to avoid the occurrence of situations with a crime risk.
Any violations are punished with the penalties set out in the disciplinary system contained in the general part of the organization, management and control model pursuant to Italian Legislative Decree D.Lgs. 231/2001 of Metalsistem S.p.A..
3. Ethical Principles on which are based the Company’s Business and Relations
All the actions carried out and, in general, the conduct of the recipients of this Code in carrying on their work must be based on and adhere to the following ethical principles:
- Responsibility: Metalsistem S.p.A. has the absolutely necessary principle of compliance with the laws, regulations, and, in general, current national legislation. The administrators and employees, as well as the other recipients of the Code, are therefore required to respect this principle and under no circumstances may they pursue or accomplish the Company’s interests in violation of laws.
- Fairness: the principle of fairness implies respect for rights, also in terms of privacy, confidentiality, protection of business secrets and the protection of individual personality, of all those who are involved in their work and profession. In addition, the administrators and employees, as well as the external recipients, must act properly in order to avoid conflicts of interest, meaning by such, generally, all situations in which the pursuit of self-interest is contrary to the Company’s interests and mission. Also to be avoided are situations through which an employee, administrator or external recipient can take advantage of and/or unduly profit from opportunities known about while carrying on their work. To this end, the aforementioned parties are required to comply with the company’s internal procedures and to observe and request fulfillment of the contractually agreed conditions.
- Impartiality: Metalsistem S.p.A. prohibits all discrimination of race, sex, nationality, religion, language, trade unionism or politics when hiring, paying, promoting or firing as well as any form of favoritism.
- Honesty: the Company’s administrators and employees, as well as the other recipients, must be aware of the ethical significance of their actions and must not pursue personal or corporate profit in violation of this Code.
- Integrity: Metalsistem S.p.A. does not endorse or justify any act of violence or threat aimed at obtaining behavior contrary to the law and/or the Code of Ethics.
- Transparency: within the framework of the Company’s institutional and regulatory obligations, the principle of transparency is based on the truthfulness, accuracy and completeness of information both externally and internally.
- Efficiency, professionalism and cooperation: in all work activities it is necessary to pursue the cost-effective management and use of corporate resources, while always respecting the most advanced quality standards. Each employee and administrator of the company must ensure commitment and professional rigor in carrying out activities within the company, providing appropriate professional contributions for the assigned responsibilities, ensuring cooperation with colleagues and protecting the image and reputation of Metalsistem S.p.A..
- Competition: Metalsistem S.p.A. intends to develop the value of competition by adopting principles of fairness and fair competition with respect to the players on the market.
- Relationships with the community and environmental protection: Metalsistem S.p.A. has a strong link with the territory and, aware that its activities affect the economic and social development and quality of life of the territory itself, undertakes, with its business, to improve present and future impact on the environment, investing in innovation for the protection of natural resources and sustainable energy sources.
- Repudiation of all forms of terrorism and subversion of democracy: Metalsistem S.p.A. repudiates all forms of terrorism and intends to implement, as part of its business, appropriate measures to prevent the risk of involvement in terrorism. To this end, the Company undertakes not to establish any working or commercial relationship with parties, be they natural or legal persons, involved in acts of terrorism, nor to finance or otherwise facilitate any such activities.
- Relationship with Shareholders and Asset Protection: Metalsistem S.p.A., aware of the importance of the role played by the shareholder, is committed to provide accurate, truthful and timely information on company events and trends. The Company and, in the first line, its respective administrators, is committed to protect and enhance the value of its business by enhancing its management, continually improving standards in production and maintaining its assets, in full respect of the current rules.
- Human Resources: Metalsistem S.p.A. is aware that the operation of its organization and the achievement of its objectives depends on the fundamental contribution of all its staff. The Company therefore places great attention on human resources:
- nurturing the spirit of teamwork, creating the conditions for the development of the potential of each person, condemning discriminatory conduct, motivating and involving staff in the development of projects and the achievement of objectives, offering opportunities in the workplace and through training schemes to grow skills and knowledge, creating an emotional state and a relational climate based on loyalty, fairness and respect for the personalities, thoughts and opinions of every individual, creating and nurturing a management climate that knows how to motivate, recognize and reward contributions at team and individual level, all of which in accordance with local regulations regarding the rights of the individual;
- ensuring that the selection process is carried out by evaluating the candidate based on the match of the profile with the needs expressed by the Company, respecting equal opportunities between candidates and the legislation on the subject of employment. Staff are hired on the basis of standard employment contracts, no form of employment contract being allowed that is not in compliance or otherwise not in accordance with current regulations;
- protecting the individual’s personality: Metalsistem S.p.A. recognizes the need to protect individual freedom in all its forms and repudiates all manifestations of violence, especially if aimed at limiting personal freedom, as well as every form of violation of the dignity of the individual. The Company is committed to promoting these principles within the framework of its business and firstly among its employees, outsourcers, suppliers and partners. Employees who believe they have suffered discrimination may report the incident to the Supervisory Board and/or their manager who will proceed to ascertain the actual violation of the Code of Ethics. Differences in pay and professional treatment related to the normal management and development of human resources do not constitute discrimination. Metalsistem S.p.A. counteracts all forms of mobbing, both horizontal and vertical;
- protecting the privacy of employees: Metalsistem S.p.A. protects the privacy of its employees in accordance with the current rules, undertaking not to communicate or disseminate, except as required by law, the relevant personal information without the subject’s prior consent. The acquisition, processing and storage of this information takes place within specific procedures aimed at preventing any unauthorized persons from obtaining knowledge thereof;
- establishing that the relationships between employees, at all levels, are based on the principles of fairness, cooperation, loyalty and mutual respect.
- Health, Safety and Environment: within the framework of its business, Metalsistem S.p.A. undertakes to protect the moral and physical integrity of its employees and outsourcers within the company, launching initiatives geared to promote safe and responsible behavior and to ensure the implementation of all the safety measures provided by technological evolution to ensure a safe and healthy working environment, in full compliance with current legislation on accident prevention and safety.
- Customer: knowledge of customer needs is the primary reference of the business, which aims to satisfy customers and continually improve product quality. For this reason Metalsistem S.p.A. considers it essential to have direct contact with the customer and create a professional relationship inspired by trust, availability, flexibility, clarity, focus and reliability. Metalsistem S.p.A. undertakes not to discriminate against its customers and to satisfy them in fulfilling the obligations required by the relevant agreements and current regulations. The system for verifying and resolving complaints implemented for customers must allow the information to be provided by verbal or written communication, in a consistent and timely manner.
- Suppliers: the involvement of suppliers in complying with the quality, environmental and safety standards is essential to build a proactive and cooperative relationship with them which enables preventing business risks and protecting the environment. Metalsistem S.p.A. undertakes to identify its suppliers in accordance with current regulations and internal procedures, based on assessments related to competitiveness, quality, robustness, the terms offered and the obligations relating to safety and the environment. The supplier will be selected, among other requirements, also in consideration of the ability to ensure compliance with this Code of Ethics.
- Active and full cooperation with the Authorities, Public Subjects and Supervisory Bodies: the employees and administrators of Metalsistem S.p.A. must in their relations with the P.A. and supervisory bodies have an ethical, transparent, fair and cooperative conduct.
- Relations with stakeholders: establishing a positive, fair and transparent climate for all those who contribute to accomplishing the corporate mission and whose interests are affected by the ways in which the Company seeks to achieve it. This is essential to ensure and protect the reputation and credibility that Metalsistem S.p.A. has gained in the areas in which it operates.
- Segregation of roles and powers: Metalsistem S.p.A. undertakes, within itself, to ensure the principle of segregation of roles and powers between those who execute, verify and approve them and, with particular reference to the main supply management processes, between those who request hiring a person or purchasing goods (business functions), those who manage the research and hiring or purchase and those who ensure the payment of the personnel or goods received through the use of financial resources.