Bizmatica Econocom

Ethical Code

Bizmatica Econocom

Ethical Code

Introduction

The group of companies which include Bizmatica S.p.a. and its controlled ones (the companies controlled directly or indirectly by Bizmatica S.p.a., that intent as “control” what is defined by the art.93 by D.Lgs 58/1998, indicated below as “Bizmatica Group”), it is a international reality which operate in multiple institutional contexts, economical, political, social and cultural in continuous and rapid evolution.

All the activities of the Bizmatica Group, must be accomplished in compliance with the law, within a framework of fair competition with honesty, integrity, fairness and good faith, while respecting the legitimate interests of clients, employees, commercial and financial partners and the communities where Bizmatica Group is present with its activities.

All those who work in the Bizmatica Group, without any distinction or exception, are committed to observe and make observed these principles in the scope of their functions and responsibilities. Not in any way the conviction of acting for the benefit of the Bizmatica Group can justify the adoption of behaviours that not observe these principles.

For the complexity of the situations where the Bizmatica Group operates is relevant define clearly all the values where the Bizmatica Group recognizes, accepts and shares all of the responsibilities that the Bizmatica Group takes inwards and outwards.

For this reason, it has been prepared this “Ethical Code” or “Code”, which contains a set of principles and rules that the observance by the recipients is crucial for the good functionality, reliability and reputation of the Bizmatica Group.

The Ethical Code aims to make operations, behaviours and the way of working both in internal relations within the Bizmatica Group and in relations with external parties, based on correctness, equity, integrity, loyalty and professional rigor,focusing on compliance with the laws and regulations of the Countries where the Bizmatica Group operates, as well as compliance with corporate procedures.

The Administrative Board of Bizmatica Spa as the Leader and adapting to the most advanced standards of corporate governance (c.d. Corporate Governance), it adopts this Ethical Code in order to sanction the aforementioned principles of ethics and transparency as well as in order to reconcile the search for competitiveness with the needs of correct competition.

Bizmatica will carefully monitor compliance with the Ethical code, providing adequate information, prevention and control tools and ensuring the transparency of the operations and the conduct implemented, intervening, if necessary, with corrective actions.

In order to disseminate its content as widely as possible, this Ethical Code is also published on the company website www.bizmatica.com.

The Ethical Code also constitutes the first safeguard which the Organizational Model is based and adopted by the Bizmatica Group, according to the provisions of D.Lgs. 231/2001 (administrative liability of entities for acts constituting a crime), which is it an integral part.
The remaining elements of the Organizational Model are to be found in the organizational structure provided for in the Quality Manuals as well as on the operational control mechanisms, both procedural and technical (internal operational management systems) provided by the same.

The violation of the principles and rules contained in, it could have serious consequences for the Company also pursuant to mentioned legislation.

General Principles

Recipients

They are afterwards referred to as “Recipients”, the subjects to whom the rules of this Ethical Code apply, identified by the Directors and members of the corporate bodies of all the companies of the Bizmatica Group, in all the employees of the companies of the Bizmatica Group and in all those who, directly or indirectly, permanently or temporarily, establish dealings and relations with the Bizmatica Group itself, or, in any case, work to pursue its targets, in all the countries where the Bizmatica Group operates.

The performed activity by the companies of the Bizmatica Group is based on the principles of correctness and transparency.

For this purpose, operations with related parties, including intercompany operations, in compliance with the criteria of substantial and procedural correctness, according to pre-established principles of conduct for their execution, adequately brought to the attention of the market. First, it is up to the managers to give substance to the values and principles contained in the Code, taking on the responsibilities internally and externally and enhance the trust, cohesion and spirit of the Bizmatica Group.

The employees of the Bizmatica Group, with due respect for the law and regulations in force, will adapt their actions and behavior to the principles, objectives and commitments provided by the Code.

The members of the Boards of Directors in setting the business targets are inspired by the principles contained in the Code.
All the actions, operations and accomplished negotiations and, in general, the conduct of employees of the Bizmatica Group while performing their work are inspired by the utmost fairness from the point of view of management, completeness and transparency of information, to the legitimacy under the formal and substantive aspect and to the clarity and truth in the accounting records according to the current regulations and internal procedures.

Each employee must provide adequate professional contributions to the assigned responsibilities and must act in order to protect the prestige and the image of the Bizmatica Group.

Each Recipient is required to know the Ethical code, to actively contribute to its implementation and to report any shortcomings to the referent competent function. For full compliance with the Ethical code, each employee, if he becomes aware of situations that, actually or potentially, may represent a significant violation of the Ethical code, must promptly report to his/her direct superior or to the Chief Executive Officer.

Commitments of Bizmatica

Bizmatica also ensures through the designation of specific functions (“Reference Bodies”):

    • 1. maximum disclosure of the Code to the Recipients;
    • 2. the updating of the Code in order to adapt it to the evolution of civil sensitivity and the relevant regulations for the Code itself;
    • 3. Performing regular verifications on any notice of violation of the rules of the Code;
    • 4. evaluation of the facts and the consequent implementation, in case of ascertained evaluation, of adequate sanctions;
    • 5. nobody may suffer any kind of retaliation for providing news of possible violations of the Code or for the reference standards.

Obligations for all employees

Each employee is asked to know the rules contained in the Code and the reference standards that regulate the activity performed due the ambit of its function. The employees of the Bizmatica Group have an obligation to:

    • 1. refrain from conduct contrary to these rules;
    • 2. contact their superiors or the the referred Human Resources department in case of necessity of any clarification about the application of the regulations;
    • 3. promptly report their superiors or the the referred Human Resources department any news, directly detected or reported by others, regarding possible violations of them as well as any request that has been made to violate them;
    • 4. in cases of alleged violations of particular gravity, the employee is obliged to address the report directly to the Chief Executive Officer, in accordance with the procedures established by the Procedure for the management of reports and complaints regarding violations of defined principles and rules and/or recognized by the Bizmatica Group.

Additional obligations for all employees

Each Manager of Business Unit/Function has the obligation to:

    • 1. represent an example for their collaborators with their own behavior and direct collaborators to comply with the Code and reference procedures;
    • 2. work to ensure that collaborators understand that compliance with the rules of the Code, as well as with the procedures and safety standards, is an essential part of the quality of the work performed;
    • 3. selezionare accuratamente, per quanto di propria competenza, collaboratori interni ed esterni per impedire che vengano affidati incarichi a persone che non diano pieno affidamento sul proprio impegno ad osservare le norme del Codice e le procedure;
    • take immediate corrective measures when required by the situation.

Validity of the Code towards third parties

All employees of the Bizmatica Group, based on their skills, in the context of relations with external parties, towards third parties, must:

    • 1. adequately inform them about the commitments and obligations imposed by the Code;
    • 2. demand respect with the obligations that directly concern their business;
    • 3. adopt the appropriate internal initiatives and, if within its competence, external in case of failure;
    • 4. fulfillment by third parties of the obligation to comply with the rules of the Code.

Reference bodies

Reference bodies for the application of the Code are:

      • 1. the CEO as the recipient of all reports of possible violations;
      • 2. the Personnel Manager, with the task of promoting knowledge of the Code within the Bizmatica Group, examining, on the recommendation of the CEO, reports of possible violations, promoting the most appropriate investigations and verifications, availing themselves to the use of the competent structures of the Group Bizmatica and to take, in agreement with the CEO, the appropriate sanctions in case of violations of the Code;
      • 3. adopt the appropriate internal initiatives and, if within its competence, external in case of failure; the Quality Manager, with the task of guaranteeing the registration and custody of complaints as well as coordinating for verification by the Quality control bodies.

Contractual Value of the Code

The Code is an integral part of the employment relationship.

The observance with the rules of the Code must be considered an essential part of the obligations of the Employees of the Bizmatica Group companies. The violation of the rules of the Code may constitute a default on primary obligations of the employment relationship or a disciplinary offense, with all legal consequences, also in relation to the preservation of the employment relationship and may lead to actions for compensation for damages caused by the accomplished violation.

For non-employee Recipients, observance of the Code is an essential prerequisite for the continuation of the professional/collaborative relationship in place with the Bizmatica Group.

Conduct in business management

General Business Management

The Bizmatica Group in business relations is inspired by the principles of loyalty, correctness, transparency, efficiency and openness to the market.

The employees of the Bizmatica Group and external collaborators who act in the name or on behalf of the Bizmatica Group itself, are required in the business relations of interest of the Bizmatica Group and in relations with the Public Administration to conduct ethical and law-abiding behavior, based on the maximum transparency, clarity, fairness and efficiency. In commercial or promotional dealings and relations, the Recipients are also required to have an aligned behaviour with the corporate policies of the Bizmatica Group, which can never be translated, even if aimed at pursuing the corporate purpose, into acts contrary to the law, current legislation or company procedures adopted with reference to the individual functions.

Gifts, presents and other benefits

In relations with Clients, Suppliers and third parties in general, offers of money, gifts or any type of benefits in a personal capacity aimed at obtaining any type of undue real or apparent advantages are not allowed (e.g. promises of economic advantages, favors, recommendations, promises of job offers…).

In any case, acts of commercial courtesy are permitted, provided in moderate value, and, in any circumstances, such as not to compromise the integrity and reputation and not to affect the Recipient’s independence of judgment. The Recipient who receives gifts, beyond the limits of normal courtesy and not of modest value, must refuse and immediately inform his superior or the CEO.

Conflict of interest

Recipients must avoid situations and/or activities that could lead to conflicts of interest with those of the Bizmatica Group or that could interfere with their ability to make impartial decisions, in safeguarding the best interests of the company.

If a situation of conflict with the interests of the Bizmatica Group arises for the Recipient, the Recipient must immediately notify his superior or the CEO and refrain from any activity related to the situation that is the source of the conflict. In relations between the Bizmatica Group and third parties, the Recipients must act according to ethical and legal rules, with an explicit prohibition of resorting to illegitimate favoritism, collusive practices, corruption or solicitation of personal advantages for themselves or others.

It is mandatory to promptly report to their superior and/or to the CEO any information that may lead to the presumption or prediction of a situation of potential conflict of interest with the Bizmatica Group. By way of example, and not exhaustively, the following situations may cause conflicts of interest:

        • 1. have economic and financial interests (significant ownership of shares, professional assignments, etc.), including through family members, with clients, suppliers or competitors;
        • 2. carry out work activities, including by family members, with clients, suppliers or competitors;
        • 3. accepting money, gifts or favors of any kind from persons, companies or entities that have or intend to enter into business relationships with the Bizmatica Group;
        • 4. use the position in the company or the information acquired during the work session in such a way as to create a conflict between one’s own interests and those of the company.

Relations with shareholders

The Bizmatica Group pursues the creation of value for the generality of its shareholders, protecting the interests of the Group itself and of the shareholders as a whole, without any preference for particular groups or categories of shareholders. Any favoritism or preferential behaviour towards one or more of the shareholders is expressly prohibited.

Only the functions specifically authorized by the Bizmatica Group have the right to entertain relations with the shareholders on behalf of the Bizmatica Group.

The Bizmatica Group recognizes the Shareholders’ Meeting as a privileged moment of dialogue and exchange with the Board of Directors, respecting the right of each shareholder to ask for clarification, information and to suggest proposals. To this end, the Bizmatica Group promotes the widest participation in the Shareholders’ Meeting of both its directors and shareholders themselves and ensures correct and transparent information flows.

Relations with Suppliers

The selection of Suppliers and the formulation of the conditions for the purchase of goods and services for the companies of the Bizmatica Group is dictated by the values and parameters of competition, objectivity, fairness, impartiality, fairness in the price, quality of the goods and/or service, evaluating carefully guarantees of assistance and the panorama of offers in general. The purchasing processes must be based on the search for the maximum competitive advantage for the Bizmatica Group and on loyalty and impartiality towards each Supplier in possession of the required requirements.

Furthermore, the collaboration of the Suppliers must be pursued in constantly ensuring the satisfaction of the needs of the clients of the Bizmatica Group in terms of quality and delivery times.

The stipulation of a contract with a Supplier must always be based on extremely clear relationships, avoiding, where possible, the assumption of contractual obligations that involve forms of dependence on the contracting Supplier.

The need to pursue the maximum competitive advantage for the Bizmatica Group, however, must necessarily ensure that the Bizmatica Group and its Suppliers adopt operational solutions in line with current legislation and, more generally, with the principles of protection of the individual, worker, health and safety and the environment.

Relations with Clients

The Bizmatica Group pursues its success on international markets by offering high quality products and services at competitive conditions and in compliance with the rules set up to protect competition. Each Recipient, in the context of relations with Clients and in compliance with internal procedures, must promote maximum Customer satisfaction by providing, among other things, exhaustive and accurate information on the products and services provided to them, in order to encourage conscious choices.

Correct use of company assets

Each Recipient is responsible for protecting the resources entrusted to him/her and has the duty to promptly inform the structures in charge of any threats or damaging events for the Bizmatica Group.

In particular, each Recipient must:

        • 1. work diligently to protect company assets, through responsible behavior and aligned with the operating procedures prepared for regulate their use;
        • 2. avoid improper use of company assets that may cause damage or reduction in efficiency, or in any case in conflict with the interest of the company;
        • 3. obtain the necessary authorizations in the event of use of the asset outside the company environment.

The growing dependence on information technology requires ensuring the availability, security, integrity and maximum efficiency of this particular category of assets. Each Recipient is required to:

        • 1. do not send threatening and insulting e-mail messages, do not use low-level language, do not make inappropriate or undesirable comments, which may offend the person and/or damage the corporate image;
        • 2. avoid spamming or “chains of St. Anthony” that can generate data/information/process traffic within the corporate computer network such as to significantly reduce the efficiency of the network with negative impacts on productivity;
        • 3. not to browse websites with indecent and offensive content;
        • 4. scrupulously adopt all the necessary precautions in order not to compromise the functionality and protection of the information systems for own and company use;
        • 5. avoid loading software borrowed or unauthorized by the Company on company systems and never make unauthorized copies of licensed programs for personal, corporate or third party use.

The Bizmatica Group prohibits, in particular, any use of computer systems that may represent a violation of the laws in force, as well as an offense to the freedom, integrity and dignity of people, especially minors. The Bizmatica Group also prohibits any use of IT systems that could cause undue intrusions or damage to the IT systems of others. The use, even involuntary, of these assets for any purpose outside the company activity, can cause serious damage (economic, image, competitiveness, etc.) to Bizmatica with the aggravating circumstance that improper use can lead to potential criminal and administrative sanctions for any offenses and the need to take disciplinary measures against the Recipients.

External Relations

Relations with Parties, Trade Unions and Associations

The Bizmatica Group does not make direct or indirect contributions to political parties both in Italy and abroad or to their representatives or candidates.

Each employee must acknowledge that any form of involvement in political activities occurs on a personal basis, in their own free time, at their own expense and in accordance with applicable laws. Furthermore, the Bizmatica Group does not make contributions to organizations where could recognize a a conflict of interest (such as trade unions, consumer protection associations or environmentalists).

Forms of cooperation are possible when: the purpose is attributable to the mission of the Bizmatica Group or is attributable to projects of public interest; the allocation of resources is clear and documentable; there is an express authorization from the relevant corporate functions.

Relations with Public Institutions

Relations with public bodies and organizations, necessary for the development of the business programs of the Bizmatica Group, are reserved exclusively for the delegated corporate functions.

Relationships must be based on the utmost transparency, clarity, correctness and able to not lead to partial, distorted, ambiguous or misleading interpretations by public institutional subjects with whom relations are maintained for various reasons. Gifts and acts of courtesy and hospitality to representatives likewise public officials or persons in charge of public service are permitted when they are of modest value and in any case finalized to not be interpreted by a third party as a means of acquiring advantages improperly.

In any case, this type of expenditure must be authorized and adequately documented. In particular, in relations with public entities for access to subsidized funds, the Bizmatica Group:

      • 1. rejects any behavior aimed at obtaining the contribution in an undue manner, with deception or omission of due information;
      • 2. prohibits allocating the contribution received for purposes other than those for which it was paid.

Relations with Mass Media

Relations between the Bizmatica Group and the mass media are a specific responsibility of the specifically designated corporate functions and must be performed in accordance with the defined communication policy and tools.

Any employee of the Bizmatica Group who receives an interview request/release of statements regarding the Bizmatica Group from any press organization is required to give prior notice to the Marketing function.

Personnel Policies

Human Resources Management

Human resources are an indispensable element for the existence of the company. The dedication and professionalism of the employees are determining values and conditions for the achievement of the Bizmatica Group’s objectives.

The Bizmatica Group is committed to developing the skills and competences of each employee in order that the energy and the creativity of individuals could find full expression in the execution and achievement of the corporate purpose. The Bizmatica Group offers all employees the same opportunities for professional growth, ensuring that everyone could receive a fair treatment based on merit criteria, without any discrimination. The competent functions must:

    1. adopt criteria of merit, competence and in any case strictly professional for any decision relating to an employee;
    2. select, hire, train, remunerate and manage employees without any discrimination;
    3. create a work environment in which personal characteristics cannot give rise to discrimination.

Each Recipient must actively collaborate to maintain a climate of mutual respect for the dignity and reputation of each one.
Furthermore, the Recipients are required to reserve the most appropriate treatment for personal data, which they become aware of during their work, in order to protect the privacy, image and dignity of people.

The Bizmatica Group is committed to spreading and consolidating a culture of safety, developing awareness of risks, promoting responsible behavior on the part of all collaborators and working to preserve, especially with preventive actions, the health and safety of workers.

The activities of the Bizmatica Group must be provided in full compliance with the current legislation on prevention and protection; operational management must refer to advanced criteria of environmental protection and energy efficiency, pursuing the improvement of health and safety conditions at work.

The Bizmatica Group also undertakes to ensure the protection of working conditions in the safeguard of the psycho-physical integrity of the worker, respecting his moral personality, avoiding that it is subjected to illegal conditioning or undue inconvenience.

The Bizmatica Group therefore opposes any discriminatory or harmful behavior or attitude of the person, of his beliefs and preferences (for example in the case of insults, threats, isolation or excessive intrusiveness, professional limitations).

The Bizmatica Group will contribute to make sure, in the context of its activities, to guarantee the rights provided by the Universal Declaration of Human Rights in the various countries in which it operates.

The Bizmatica Group, in any country it operates, rejects the exploitation of child labor.

In addition to full compliance with the regulations on the subject in individual countries, Bizmatica promotes the protection of workers’ rights, trade union freedom and association rights. Any violation of the provisions of this article must be immediately reported to the Human Resources Manager.

Respect for colleagues

The Bizmatica Group does not allow sexual harassment, meaning as such: the subordination of salary or career prospects to the acceptance of sexual favors; proposals for private interpersonal relationships, conducted despite an expressed or reasonably evident dislike, which have the ability, in relation to the specificity of the situation, to disturb the recipient’s serenity.

Abuse of alcohol and drugs

The Bizmatica Group requires each employee to personally contribute to maintaining the work environment respectful of the sensitivity of others.

It will therefore be considered conscious assumption of the risk of prejudice to these environmental characteristics, during the work activity and in the workplace: to serve under the effects of alcohol abuse, drugs or substances with a similar effect; consume or transfer drugs for any reason during the course of work.

Transparency of accounting information and internal controls Accounting information

All activities and actions carried out and carried out by the Recipients as part of their work must be verifiable.

Accounting transparency is based on the truth, accuracy, completeness and reliability of the documentation of management events and the related accounting records. Each Recipient is required to collaborate so that the management facts are correctly and promptly represented in the accounts.

For each operation, adequate supporting documentation of the activity carried out is kept in the records, in order to allow easy accounting registration, the identification of the different levels of responsibility as well as the accurate reconstruction of the operation.

Each record must reflect exactly what is shown in the supporting documentation.
Recipients who become aware of omissions, falsifications, alterations or negligence of the information and supporting documentation are required to report the facts to their superior or to the CEO.

Internal controls

It is the will of the Bizmatica Group to spread a culture aware of the importance of an adequate internal control system at all levels of its organization.

In particular, the internal control system must promote the achievement of company objectives and must, therefore, be oriented towards improving the effectiveness and efficiency of production and management processes.

All Recipients, within the scope of the functions performed, are responsible for the proper functioning of the control system. Everyone must feel responsible for the company assets, tangible and intangible, which are instrumental to the activity carried out.

Internal Quality and the companies in charge of verifying the Quality system have free access to data, documentation and information useful for perform their business.

Anti-money laundering and anti-terrorism

The Bizmatica Group, according with current legislation on the subject, performes to prevent the use of its economic-financial system for the purposes of money laundering and terrorist financing (or any other criminal activity) by its clients, suppliers, employees and counterparties with whom it relates in carrying out its activities.

The Bizmatica Group then proceeds to verify with the utmost diligence the information available on commercial counterparties, suppliers, partners and consultants, in order to ascertain their respectability and the legitimacy of their business before establishing business relationships with them.

The Bizmatica Group also ensures that the operations where is involved, do not present, even potentially, the risk of favoring the receipt or replacement or use of money or assets deriving from criminal activities.

Adoption, effectiveness and changes

This Ethical Code is periodically updated, modified or revised by the Board of Directors of Bizmatica S.p.a, also on the proposal by the Board of Statutory Auditors. This Ethical Code was adopted with a resolution of the Board of Directors of Bizmatica S.p.a on 22 December 2011 with immediate effect from that date.

Bizmatica S.p.a. The Board of Directors Milan, 22 December 2011

Procedure for the Management of Reports and Complaints regarding violations of principles and rules defined and/or recognized by the Bizmatica Group

Subject

It is included within the scope of this procedure any complaint, appeals and reporting (indicated below as “complaints”) regarding cases of suspected fraud, violation of ethical and behavioral principles provided for by the Group Ethical Code and irregularities or negligence in keeping the accounts fall within the scope of this procedure , internal controls and auditing (indicated below as “violations”).

By “Group” we mean Bizmatica S.p.a and its subsidiaries (the companies controlled directly or indirectly by Bizmatica S.p.a, meaning “control” as defined by Article 93 of Legislative Decree 58/1998).

Both the complaints received from internal employees and from external parties to the Group are taken into consideration, which undertakes to safeguard the anonymity of the complainant and to ensure that the employee who reports the violation is not subject to any form of retaliation. The procedure is valid for all Group companies.

Procedural Iter
    1. The report of the violation can only be sent in written form by a signed or anonymous letter by ordinary mail to Bizmatica S.p.a viale Milanofiori 20090 Assago MI, attention of the Chief Executive Officer. This procedure, however, encourages both employees and external parties not to make anonymous reports, as a possible investigation would be difficult in the absence of an “identified” source of information.
    2. All reports of violations received by the company, regardless of who receives them and the source, must be sent for the attention of the CEO.
    3. The Personnel Manager, on the recommendation of the CEO and with the support of other competent corporate functions, will ensure that all complaints received are: or Registered and kept; or Qualified (filing or activating investigations) with explanation of the reasons that cause the decision; or subjected, when and where is necessary, to the verification process with information to the interested parties.
    4. In order to activate the examinations, the Personnel Manager may, at his discretion, make use of any company function that he assumes to have the professionalism and/or the knowledge to provide him the necessary support. It is a responsibilty to the Personnel Manager to evaluate whether it is necessary to inform the complainant and / or the complainant in advance before proceeding with the investigation.
    5. The Personnel Manager can suspend or interrupt at any time the investigation if the unfounded statement is solved, and if the complainant’s bad faith is ascertained, and he can propose to initiate proceedings against him.
    6. No finding of violation will be taken by the Personnel Manager without first having heard the person concerned.
    7. The Personnel Manager, in compliance with the necessary confidentiality criteria, he communicates the results of the verifications and any proposed measures to remedy the irregularities found by the CEO to take the same measures.
    8. The Personnel Manager, through the CEO and at least every six months, provides the Board of Directors and Board of Statutory Auditors with information on the complaints received and their status.
    9. The Board of Statutory Auditors in case of complaints regarding the financial statements, accounting, internal controls and auditing may request further information from the Chief Executive Officer.

Protection of the complainant

In accordance with company best practices, the Personnel Manager must not tolerate any type of retaliation by any person against anyone who in good faith denounces an illegal activity or a violation or provides assistance to the Personnel Manager or Management in the activity of investigation.

The Personnel Manager must not reveal the identity of the person that make the complaint and must not tolerate initiatives that aim to identify the complainant.