Ethical Code
Ethical Code
FOREWORD
This Code of Ethics expresses the ethical commitments and responsibilities in the conduct of business and corporate activities undertaken by all those who have any kind of relationship with IPS S.p.A. or promote its development at any level of responsibility. This Code of Ethics is a fundamental component of its organizational model and internal control system, in the belief that ethics in conducting business is also a condition for business success. The preparation of this Code of Ethics and, therefore, its application, constitute an essential element of the preventive control system of IPS S.p.A., as well as a directive, the rules of conduct of which must be kept in mind in everyday work. IPS S.p.A. will carefully monitor compliance with the Code, preparing adequate information, prevention and control tools and ensuring the transparency of the operations and behaviors implemented, intervening, if necessary, with corrective actions.
ADDRESSEES AND SCOPE OF THE CODE
Recipients of the code are:
- Board Members;
- Members of the Board of Statutory Auditors;
- Directors and Managers;
- Managers, Employees and all collaborators with whom contractual relations are maintained in any capacity, including occasional and/or temporary.
The Code of Ethics applies, subject to approval by the respective Boards of Directors, and is consequently binding on the conduct of all its employees. Finally, the Code will have an impact towards all those who have commercial and/or financial relationships and of any nature with IPS S.p.A.
GENERAL PRINCIPLES
IPS S.p.A.'s expanding presence in domestic and international markets, its operations in institutional contexts and national security spheres, and the multiplicity of its stakeholders makes the ethical management of internal and external relations with all employees collaborators, suppliers, partners, customers, end-users, shareholders, institutions, etc. (hereinafter referred to as interlocutors, stakeholders or recipients) all the more important. In decisions affecting relations with its stakeholders, IPS S.p.A. avoids any discrimination on the basis of age, sex, health status, ethnicity, nationality, political opinions and religious beliefs of its stakeholders, customers, suppliers, institutions, etc.). IPS is committed to respecting and promoting human rights, both through strict adherence to legal regulations in all countries of operation and by adopting Ten Principles relating to human rights, labor, the environment and anti-corruption as defined by the United Nations Global Compact, promoting them and making them its own, and requiring all its interlocutors to commit to absolute respect for the principles contained in the Universal Declaration of Human Rights (UDHR). Operating in an environment that may provide specific authorizations for the export of its products and services, IPS is committed to, and obligates its stakeholders to, compliance with all relevant national, EU and U.S. regulations. In the absence of sufficient assurances of compliance with the general principles stated herein, IPS will refrain from participating in any business opportunities and contractually reserves the right to terminate any existing collaboration in the event of a changed environment or verification of non-compliance by its interlocutors.
DISSEMINATION AND UPDATING OF THE CODE OF ETHICS
IPS S.p.A. is committed to: o to ensure the widest dissemination of its Code by having all employees in particular sign it for acceptance; o to the publication of the Code on the website; o to update it in a timely manner in order to adapt it to possible regulatory developments of relevance to the code itself; o to also make available to all interested parties any possible means of clarification regarding the interpretation and implementation of the rules contained in the Code itself.
KNOWLEDGE AND USE OF THE CODE OF ETHICS BY EMPLOYEES
IPS S.p.A. operates in absolute compliance with the laws and regulations in force in the countries in which it conducts its business, in accordance with the principles set forth in the Code of Ethics and commonly accepted ethical principles, according to international standards in the conduct of business, which are: transparency, fairness, and loyalty. Moral integrity is a constant duty of all Recipients who are therefore required, within the scope of their respective competencies, to know and observe the laws and regulations in force in all the countries in which IPS S.p.A. operates. This also includes attention to and compliance with regulations governing competition, both domestically and internationally. Relations with public authorities and institutions must be marked by utmost fairness, transparency and cooperation, in full compliance with laws and regulations and their institutional functions. The personnel of IPS S.p.A. are required to be familiar with the rules contained in this Code and have a duty to: refrain from conduct contrary to these rules, turning to their Managers if they need clarification on how these rules are applied; promptly report to their Manager about any news regarding possible violations of the Code or regarding any hypothesis/request for violation that has been proposed to them; it will be the responsibility of the aforementioned Manager to collaborate with the company Functions in charge of internal investigation regarding possible risks of violations.
BEHAVIORAL NORMS
The mission of IPS S.p.A. consists of the pursuit of excellence in the implementation of major IT projects and the provision of goods, services and consulting in the I.C.T. field through the enhancement of professional skills and the use of innovative technological tools, in order to acquire and maintain leadership in the field, thereby creating satisfaction for Customers, value for the Company and constant professional growth for employees. It is the policy of IPS S.p.A.-and an integral part of its cultural values-to ensure that internal relations are characterized by full trust in relationships at all levels: between Managers and their collaborators, between all personnel, and between personnel and the Company. Underlying this trust is the high level of sharing of corporate values, spirit of belonging and participation in the common project. Even with this in mind, it is also the policy of IPS S.p.A. to promote an internal culture characterized by responsible compliance with the Internal Rules and Procedures as well as, indeed, the Code of Ethics.
BEHAVIORAL NORMS: DUTIES OF DIRECTORS, MANAGERS, EMPLOYEES AND CONTRACTORS
Directors, managers, employees and collaborators must be committed to compliance with the laws and regulations in force in all the countries in which IPS S.p.A. operates. This commitment must also apply to all other stakeholders with whom IPS S.p.A. has business relations. Directors, executives, employees and contractors carry out their work with commitment and constancy, diligently attending to their assigned tasks and assignments. Behavior must be aimed at establishing relationships of trust and cooperation between the organization and those interested in any capacity in the activity it performs. In making use of the goods and services available to them for their work, personnel must at all times be able to justify their use as being in accordance with the performance of their professional activity, avoiding waste and inefficient use of the same, thus ensuring, in all cases, proper preservation of the value of the good or service entrusted. Everyone should feel janitor and responsible for corporate assets. Personnel are bound by strict observance of official secrecy and any additional obligations of confidentiality inherent in the position held. In private dealings, employees in leadership roles should avoid any abuse of their position for the purpose of gaining undue advantage for themselves or others. Directors, managers, employees and contractors are required: to operate in business with impartiality, without indulging in favorable treatment, to make its decisions with the utmost transparency, to reject undue pressure, and not to determine, nor contribute to determining, situations of privilege and not to take advantage of them. They are prohibited: corrupt practices, illegitimate favors, collusive behavior, direct or indirect solicitation of personal or career advantages for oneself or others. It is not permitted to pay or offer directly or indirectly, payments or material benefits of any amount, to propose employment opportunities to third parties, public officials, employees of the Public Administration or their relatives and/or relatives-in-law in order to influence or compensate them for an act of their office. Acts of business courtesy, such as gifts or forms of hospitality, are permitted only when they are of modest value as long as they do not exceed a maximum value of courtesy quantifiable according to the ordinary custom and type of business relationship and always in compliance with the Laws in force. This must never, however, be interpreted as seeking favors. In its dealings with its customers, it is obliged to scrupulously observe internal procedures, to provide accurate and comprehensive information about products and services so that the customer can make informed decisions, and to adhere to the truth in advertising or other communications. In dealings with suppliers and in the case of contracting, procurement and in general supply of goods and services, it is obligatory to:
- scrupulously observe the procedures inherent in the selection and management of relations with suppliers; not preclude any supplier company - possessing the necessary requirements - from competing to be awarded a supply, adopting objective and transparent evaluation criteria;
- obtain the cooperation of suppliers in consistently ensuring that the needs of IPS S.p.A.'s customers are met in terms of quality, cost, and delivery time to an extent at least equal to their expectations;
- do not engage in conduct that may favor either in the prequalification stage or in the supply award stage, one or more suppliers to the detriment of others. IPS S.p.A. requires that in internal or external labor relations harassment should not take place, meaning all actions that tend to isolate by means of hostile and intimidating attitudes groups of workers or individuals, including sexual harassment, i.e., proposals for interpersonal relations conducted despite an express dislike of the interlocutor.
IPS S.p.A. prohibits all personnel from performing their work under the effects of alcohol abuse and/or the use of narcotics and marketing them in any capacity. Moral integrity is a constant duty of all Recipients. Recipients are also required to assume on Company premises and when working outside in the name and on behalf of IPS S.p.A., personal decorum in hygiene, dress, written, verbal and gestural communication, in consonance with the values of sobriety and politeness proper to the organization. With particular reference to Directors and Executives, moreover, IPS S.p.A. requires them to work actively in order to propose and implement projects, investments, and business and management actions useful for preserving and increasing the Company's economic, technological, and professional assets. Compliance with the rules of the Code of Ethics is an essential part of the contractual obligations of the employees of IPS S.p.A. - also pursuant to and in accordance with Article 2104 of the Civil Code and the provisions of the collective bargaining agreement taken as a reference in the organization. Violation of the rules of the code of ethics may constitute a breach of the primary obligations of the employment relationship and, for its effects, integrate the case of disciplinary offence, with all legal consequences, including with regard to the preservation of the employment relationship, and may result in compensation for damages arising therefrom.
CONFLICTS OF INTEREST
Directors, executives, employees and collaborators in the performance of their duties must not make decisions or engage in activities inherent to their duties where they are in situations of conflict of interest. "The Civil Code stipulates in Article 2105 that the employee" shall not transact business on his own behalf or on behalf of third parties, in competition with the entrepreneur, nor divulge news pertaining to the organization and production methods of the enterprise or make use of it in such a way as to be prejudicial to it." In the conduct of any activity, situations must always be avoided where those involved are or may even appear to be in a conflict of interest; meaning both when pursuing an interest other than that of the organization and when personally taking advantage of IPS S.p.A. business opportunities. By way of example but not limited to, the following situations may give rise to conflicts of interest: holding a top management position or otherwise having decision-making powers and having economic interests with suppliers, customers or competitors, including through family members and/or relatives-in-law; maintaining relations with suppliers and carrying out work activities - including by a family member - with suppliers; accepting money, favors or any utilities from persons or companies that are or intend to enter into business with IPS S.p.A. It is therefore the obligation of the Recipients to promptly notify their hierarchical superior and/or functional contact person of the occurrence of situations of potential conflict of their own interest (direct or indirect) with that of IPS S.p.A. In the event that there is even the appearance of a conflict of interest, one is required to promptly inform the Company's managers, who will ensure the proper and confidential handling of the information source and activate the appropriate verification controls.
STAFF RIGHTS AND SHARED VALUES
IPS S.p.A. recognizes the centrality of human resources in the belief that the main success factor of any business is the professional contribution of the people working in it, within a framework of loyalty and mutual trust. Therefore, human resources are the indispensable element for the existence and development of the enterprise. IPS S.p.A. is committed to the construction of a work environment based essentially: on principles and values, rather than on rules and norms of operation; on the competence, involvement and motivation of personnel, rather than on the hierarchical scale of positions; on the effectiveness of relationships, rather than on interpersonal formalisms; on the decentralization of the decision-making level, rather than on the centralization of command. Involvement in decision-making and staff motivation are therefore the cornerstones of the "contract" between IPS S.p.A. and its employees to enable them-through a common project-to express the maximum of their abilities and for the Company to achieve its goals. IPS S.p.A. provides all employees with equal employment opportunities without discrimination on the basis of ethnicity, gender, religion, membership in any political, trade union or other organization. The relevant Functions undertake to adopt criteria of merit and competence and in any case strictly professional criteria for any decision concerning an employee; to select, hire, train, remunerate and manage employees without discrimination of any kind; to create a work environment in which individual characteristics cannot give rise to discrimination of any kind. IPS S.p.A. is committed to adopting a performance and potential evaluation system based on objective evaluation criteria. IPS S.p.A. is committed to providing employees with an articulated, widespread and continuous process of collective learning through training models that are capable of enhancing the skills and improving the knowledge, abilities and behavior of individuals in order to enable the corporate organization to achieve its goals over time and foster the abilities, and legitimate aspirations of individuals who can thus find their fulfillment in conjunction with the achievement of corporate objectives. IPS S.p.A. requires a management style that is highly participatory and oriented toward maximizing the value of assigned resources through example, trust, communication, continuous attention to the needs expressed by employees, clarity of assigned roles, building a team spirit, and optimism, so that each work group expresses a value greater than the sum of individuals. IPS S.p.A. is committed to ensuring a system for the circulation of information within the company in order to enable employees and collaborators to be able to operate, in the performance of their roles, with an appropriate level of information, including that pertaining to the Company's fundamental objectives and strategies. IPS S.p.A. is committed to the full implementation of all principles and implementing provisions to protect the health of workers in the workplace by preparing all necessary and appropriate measures, in the manner of the best technical and scientific knowledge, with a view to ensuring the absolute compliance of workplaces with the highest standards in the field of occupational safety and hygiene. Therefore, the Functions in charge of occupational hygiene and safety protection-according to Legislative Decree 81/08-are committed to ensuring the safest possible working environments for staff, co-workers and guests at the company's offices.
CONFIDENTIALITY OBLIGATIONS AND PRIVACY PROTECTION
IPS S.p.A. implements full compliance with the Code on the Protection of Personal Data and the regulations placed to protect the privacy of all Recipients and, more generally, of all those who have, in any capacity, contact with the organization. Personnel are not allowed access to internal documents, whether formalized or being drafted, because of their assigned duties and, in any case, in compliance with current regulatory obligations and in the manner prescribed by the corporate Privacy document including the "minimum security measures" manual. Personnel shall maintain the secrecy of any business and/or commercial information acquired in the course of their work, except as provided for in the current internal regulations. Personnel shall not engage in relations with press organs or other mass media concerning the activities of IPS S.p.A., unless such activity constitutes a specific mandate of their role or has been expressly authorized in advance by their Manager. In addition, personnel do not disclose on any website or virtual community on the Internet, comments or information attributable to the privacy of physical or legal entities related to IPS S.p.A. IPS S.p.A. implements the provisions in application of EU Reg. 679/2016 (GDPR) aimed at the protection of personal data such data, subject to processing, must be:
- Treated lawfully and according to fairness;
- Collected and recorded for explicit and legitimate purposes, and usable in other processing operations in terms not incompatible with those purposes, accurate and, if necessary, up-to-date;
- Relevant, complete and not excessive in relation to the purposes for which they are collected and subsequently processed;
- Kept in a form which permits identification of the data subject for no longer than is necessary for the purposes for which they were collected or subsequently processed.
INTERNAL CONTROL SYSTEM AND REPORTING
The internal control system of IPS S.p.A. must be guided by the principles of transparency of acts and verification of internal controls, and in particular: every operation and transaction must be properly recorded, authorized, verifiable, legitimate, consistent and congruous. All actions and operations of IPS S.p.A. must be verified in their decision-making, authorization and execution process. For each operation, adequate supporting documentation of the activity performed is kept on file so that the operation can be accurately reconstructed and the different levels of responsibility identified, the system must ensure the application of the principle of separation of Functions whereby authorization for the performance of an operation must be validated by a person other than the person who accounts for it, executes it operationally or controls the operation. Personnel of IPS S.p.A. who become aware of violations of this Code, as well as omissions, falsifications, neglect of accounting or documentation on which the records are based, are required to formally report the facts to the Company Managers. IPS S.p.A. undertakes to maintain and develop manual and computer procedures such as to regulate the performance of the above activities, providing for the appropriate control points and the application of the principle of separation of duties and compliance with accounting principles. IPS S.p.A. is set to assign to defined managerial positions, through specific resolutions of the Boards of Directors, appropriate authorization and signature powers consistent with organizational and managerial responsibilities. IPS S.p.A. undertakes to set up a management control system to obtain timely information on the existence of general or particular critical situations. IPS S.p.A. is committed to communicating and training its employees on tools such as authorization powers, reporting lines, procedures, and anything else that contributes to transparency in daily operations; all employees must make themselves participants in the company's control system. Managers and appointed auditing firms have unrestricted access to data, documentation and information relevant to the performance of the work under their responsibility and competence.
VIOLATION OF THE CODE OF ETHICS
Violation of the principles set forth in the Code of Ethics and in the procedures set forth in the specific protocols undermines the fiduciary relationship between IPS S.p.A. and the Recipients. Such violations will therefore be prosecuted by IPS S.p.A. incisively, promptly and immediately, by virtue of appropriate and proportionate disciplinary measures, regardless of the possible criminal, civil and administrative relevance of such conduct. The effects of violations of the principles set forth in the Code of Ethics and specific protocols must be taken seriously by all Recipients. IPS S.p.A., in order to protect its image and safeguard its resources, will not entertain relationships of any kind with parties who do not intend to operate in strict compliance with current regulations and/or refuse to sign and agree to behave in accordance with the values and principles set forth in the aforementioned Code of Ethics.
This Code of Ethics expresses the ethical commitments and responsibilities in the conduct of business and corporate activities undertaken by all those who have any kind of relationship with IPS S.p.A. or promote its development at any level of responsibility. This Code of Ethics is a fundamental component of its organizational model and internal control system, in the belief that ethics in conducting business is also a condition for business success. The preparation of this Code of Ethics and, therefore, its application, constitute an essential element of the preventive control system of IPS S.p.A., as well as a directive, the rules of conduct of which must be kept in mind in everyday work. IPS S.p.A. will carefully monitor compliance with the Code, preparing adequate information, prevention and control tools and ensuring the transparency of the operations and behaviors implemented, intervening, if necessary, with corrective actions.
ADDRESSEES AND SCOPE OF THE CODE
Recipients of the code are:
- Board Members;
- Members of the Board of Statutory Auditors;
- Directors and Managers;
- Managers, Employees and all collaborators with whom contractual relations are maintained in any capacity, including occasional and/or temporary.
The Code of Ethics applies, subject to approval by the respective Boards of Directors, and is consequently binding on the conduct of all its employees. Finally, the Code will have an impact towards all those who have commercial and/or financial relationships and of any nature with IPS S.p.A.
GENERAL PRINCIPLES
IPS S.p.A.'s expanding presence in domestic and international markets, its operations in institutional contexts and national security spheres, and the multiplicity of its stakeholders makes the ethical management of internal and external relations with all employees collaborators, suppliers, partners, customers, end-users, shareholders, institutions, etc. (hereinafter referred to as interlocutors, stakeholders or recipients) all the more important. In decisions affecting relations with its stakeholders, IPS S.p.A. avoids any discrimination on the basis of age, sex, health status, ethnicity, nationality, political opinions and religious beliefs of its stakeholders, customers, suppliers, institutions, etc.). IPS is committed to respecting and promoting human rights, both through strict adherence to legal regulations in all countries of operation and by adopting Ten Principles relating to human rights, labor, the environment and anti-corruption as defined by the United Nations Global Compact, promoting them and making them its own, and requiring all its interlocutors to commit to absolute respect for the principles contained in the Universal Declaration of Human Rights (UDHR). Operating in an environment that may provide specific authorizations for the export of its products and services, IPS is committed to, and obligates its stakeholders to, compliance with all relevant national, EU and U.S. regulations. In the absence of sufficient assurances of compliance with the general principles stated herein, IPS will refrain from participating in any business opportunities and contractually reserves the right to terminate any existing collaboration in the event of a changed environment or verification of non-compliance by its interlocutors.
DISSEMINATION AND UPDATING OF THE CODE OF ETHICS
IPS S.p.A. is committed to: o to ensure the widest dissemination of its Code by having all employees in particular sign it for acceptance; o to the publication of the Code on the website; o to update it in a timely manner in order to adapt it to possible regulatory developments of relevance to the code itself; o to also make available to all interested parties any possible means of clarification regarding the interpretation and implementation of the rules contained in the Code itself.
KNOWLEDGE AND USE OF THE CODE OF ETHICS BY EMPLOYEES
IPS S.p.A. operates in absolute compliance with the laws and regulations in force in the countries in which it conducts its business, in accordance with the principles set forth in the Code of Ethics and commonly accepted ethical principles, according to international standards in the conduct of business, which are: transparency, fairness, and loyalty. Moral integrity is a constant duty of all Recipients who are therefore required, within the scope of their respective competencies, to know and observe the laws and regulations in force in all the countries in which IPS S.p.A. operates. This also includes attention to and compliance with regulations governing competition, both domestically and internationally. Relations with public authorities and institutions must be marked by utmost fairness, transparency and cooperation, in full compliance with laws and regulations and their institutional functions. The personnel of IPS S.p.A. are required to be familiar with the rules contained in this Code and have a duty to: refrain from conduct contrary to these rules, turning to their Managers if they need clarification on how these rules are applied; promptly report to their Manager about any news regarding possible violations of the Code or regarding any hypothesis/request for violation that has been proposed to them; it will be the responsibility of the aforementioned Manager to collaborate with the company Functions in charge of internal investigation regarding possible risks of violations.
BEHAVIORAL NORMS
The mission of IPS S.p.A. consists of the pursuit of excellence in the implementation of major IT projects and the provision of goods, services and consulting in the I.C.T. field through the enhancement of professional skills and the use of innovative technological tools, in order to acquire and maintain leadership in the field, thereby creating satisfaction for Customers, value for the Company and constant professional growth for employees. It is the policy of IPS S.p.A.-and an integral part of its cultural values-to ensure that internal relations are characterized by full trust in relationships at all levels: between Managers and their collaborators, between all personnel, and between personnel and the Company. Underlying this trust is the high level of sharing of corporate values, spirit of belonging and participation in the common project. Even with this in mind, it is also the policy of IPS S.p.A. to promote an internal culture characterized by responsible compliance with the Internal Rules and Procedures as well as, indeed, the Code of Ethics.
BEHAVIORAL NORMS: DUTIES OF DIRECTORS, MANAGERS, EMPLOYEES AND CONTRACTORS
Directors, managers, employees and collaborators must be committed to compliance with the laws and regulations in force in all the countries in which IPS S.p.A. operates. This commitment must also apply to all other stakeholders with whom IPS S.p.A. has business relations. Directors, executives, employees and contractors carry out their work with commitment and constancy, diligently attending to their assigned tasks and assignments. Behavior must be aimed at establishing relationships of trust and cooperation between the organization and those interested in any capacity in the activity it performs. In making use of the goods and services available to them for their work, personnel must at all times be able to justify their use as being in accordance with the performance of their professional activity, avoiding waste and inefficient use of the same, thus ensuring, in all cases, proper preservation of the value of the good or service entrusted. Everyone should feel janitor and responsible for corporate assets. Personnel are bound by strict observance of official secrecy and any additional obligations of confidentiality inherent in the position held. In private dealings, employees in leadership roles should avoid any abuse of their position for the purpose of gaining undue advantage for themselves or others. Directors, managers, employees and contractors are required: to operate in business with impartiality, without indulging in favorable treatment, to make its decisions with the utmost transparency, to reject undue pressure, and not to determine, nor contribute to determining, situations of privilege and not to take advantage of them. They are prohibited: corrupt practices, illegitimate favors, collusive behavior, direct or indirect solicitation of personal or career advantages for oneself or others. It is not permitted to pay or offer directly or indirectly, payments or material benefits of any amount, to propose employment opportunities to third parties, public officials, employees of the Public Administration or their relatives and/or relatives-in-law in order to influence or compensate them for an act of their office. Acts of business courtesy, such as gifts or forms of hospitality, are permitted only when they are of modest value as long as they do not exceed a maximum value of courtesy quantifiable according to the ordinary custom and type of business relationship and always in compliance with the Laws in force. This must never, however, be interpreted as seeking favors. In its dealings with its customers, it is obliged to scrupulously observe internal procedures, to provide accurate and comprehensive information about products and services so that the customer can make informed decisions, and to adhere to the truth in advertising or other communications. In dealings with suppliers and in the case of contracting, procurement and in general supply of goods and services, it is obligatory to:
- scrupulously observe the procedures inherent in the selection and management of relations with suppliers; not preclude any supplier company - possessing the necessary requirements - from competing to be awarded a supply, adopting objective and transparent evaluation criteria;
- obtain the cooperation of suppliers in consistently ensuring that the needs of IPS S.p.A.'s customers are met in terms of quality, cost, and delivery time to an extent at least equal to their expectations;
- do not engage in conduct that may favor either in the prequalification stage or in the supply award stage, one or more suppliers to the detriment of others. IPS S.p.A. requires that in internal or external labor relations harassment should not take place, meaning all actions that tend to isolate by means of hostile and intimidating attitudes groups of workers or individuals, including sexual harassment, i.e., proposals for interpersonal relations conducted despite an express dislike of the interlocutor.
IPS S.p.A. prohibits all personnel from performing their work under the effects of alcohol abuse and/or the use of narcotics and marketing them in any capacity. Moral integrity is a constant duty of all Recipients. Recipients are also required to assume on Company premises and when working outside in the name and on behalf of IPS S.p.A., personal decorum in hygiene, dress, written, verbal and gestural communication, in consonance with the values of sobriety and politeness proper to the organization. With particular reference to Directors and Executives, moreover, IPS S.p.A. requires them to work actively in order to propose and implement projects, investments, and business and management actions useful for preserving and increasing the Company's economic, technological, and professional assets. Compliance with the rules of the Code of Ethics is an essential part of the contractual obligations of the employees of IPS S.p.A. - also pursuant to and in accordance with Article 2104 of the Civil Code and the provisions of the collective bargaining agreement taken as a reference in the organization. Violation of the rules of the code of ethics may constitute a breach of the primary obligations of the employment relationship and, for its effects, integrate the case of disciplinary offence, with all legal consequences, including with regard to the preservation of the employment relationship, and may result in compensation for damages arising therefrom.
CONFLICTS OF INTEREST
Directors, executives, employees and collaborators in the performance of their duties must not make decisions or engage in activities inherent to their duties where they are in situations of conflict of interest. "The Civil Code stipulates in Article 2105 that the employee" shall not transact business on his own behalf or on behalf of third parties, in competition with the entrepreneur, nor divulge news pertaining to the organization and production methods of the enterprise or make use of it in such a way as to be prejudicial to it." In the conduct of any activity, situations must always be avoided where those involved are or may even appear to be in a conflict of interest; meaning both when pursuing an interest other than that of the organization and when personally taking advantage of IPS S.p.A. business opportunities. By way of example but not limited to, the following situations may give rise to conflicts of interest: holding a top management position or otherwise having decision-making powers and having economic interests with suppliers, customers or competitors, including through family members and/or relatives-in-law; maintaining relations with suppliers and carrying out work activities - including by a family member - with suppliers; accepting money, favors or any utilities from persons or companies that are or intend to enter into business with IPS S.p.A. It is therefore the obligation of the Recipients to promptly notify their hierarchical superior and/or functional contact person of the occurrence of situations of potential conflict of their own interest (direct or indirect) with that of IPS S.p.A. In the event that there is even the appearance of a conflict of interest, one is required to promptly inform the Company's managers, who will ensure the proper and confidential handling of the information source and activate the appropriate verification controls.
STAFF RIGHTS AND SHARED VALUES
IPS S.p.A. recognizes the centrality of human resources in the belief that the main success factor of any business is the professional contribution of the people working in it, within a framework of loyalty and mutual trust. Therefore, human resources are the indispensable element for the existence and development of the enterprise. IPS S.p.A. is committed to the construction of a work environment based essentially: on principles and values, rather than on rules and norms of operation; on the competence, involvement and motivation of personnel, rather than on the hierarchical scale of positions; on the effectiveness of relationships, rather than on interpersonal formalisms; on the decentralization of the decision-making level, rather than on the centralization of command. Involvement in decision-making and staff motivation are therefore the cornerstones of the "contract" between IPS S.p.A. and its employees to enable them-through a common project-to express the maximum of their abilities and for the Company to achieve its goals. IPS S.p.A. provides all employees with equal employment opportunities without discrimination on the basis of ethnicity, gender, religion, membership in any political, trade union or other organization. The relevant Functions undertake to adopt criteria of merit and competence and in any case strictly professional criteria for any decision concerning an employee; to select, hire, train, remunerate and manage employees without discrimination of any kind; to create a work environment in which individual characteristics cannot give rise to discrimination of any kind. IPS S.p.A. is committed to adopting a performance and potential evaluation system based on objective evaluation criteria. IPS S.p.A. is committed to providing employees with an articulated, widespread and continuous process of collective learning through training models that are capable of enhancing the skills and improving the knowledge, abilities and behavior of individuals in order to enable the corporate organization to achieve its goals over time and foster the abilities, and legitimate aspirations of individuals who can thus find their fulfillment in conjunction with the achievement of corporate objectives. IPS S.p.A. requires a management style that is highly participatory and oriented toward maximizing the value of assigned resources through example, trust, communication, continuous attention to the needs expressed by employees, clarity of assigned roles, building a team spirit, and optimism, so that each work group expresses a value greater than the sum of individuals. IPS S.p.A. is committed to ensuring a system for the circulation of information within the company in order to enable employees and collaborators to be able to operate, in the performance of their roles, with an appropriate level of information, including that pertaining to the Company's fundamental objectives and strategies. IPS S.p.A. is committed to the full implementation of all principles and implementing provisions to protect the health of workers in the workplace by preparing all necessary and appropriate measures, in the manner of the best technical and scientific knowledge, with a view to ensuring the absolute compliance of workplaces with the highest standards in the field of occupational safety and hygiene. Therefore, the Functions in charge of occupational hygiene and safety protection-according to Legislative Decree 81/08-are committed to ensuring the safest possible working environments for staff, co-workers and guests at the company's offices.
CONFIDENTIALITY OBLIGATIONS AND PRIVACY PROTECTION
IPS S.p.A. implements full compliance with the Code on the Protection of Personal Data and the regulations placed to protect the privacy of all Recipients and, more generally, of all those who have, in any capacity, contact with the organization. Personnel are not allowed access to internal documents, whether formalized or being drafted, because of their assigned duties and, in any case, in compliance with current regulatory obligations and in the manner prescribed by the corporate Privacy document including the "minimum security measures" manual. Personnel shall maintain the secrecy of any business and/or commercial information acquired in the course of their work, except as provided for in the current internal regulations. Personnel shall not engage in relations with press organs or other mass media concerning the activities of IPS S.p.A., unless such activity constitutes a specific mandate of their role or has been expressly authorized in advance by their Manager. In addition, personnel do not disclose on any website or virtual community on the Internet, comments or information attributable to the privacy of physical or legal entities related to IPS S.p.A. IPS S.p.A. implements the provisions in application of EU Reg. 679/2016 (GDPR) aimed at the protection of personal data such data, subject to processing, must be:
- Treated lawfully and according to fairness;
- Collected and recorded for explicit and legitimate purposes, and usable in other processing operations in terms not incompatible with those purposes, accurate and, if necessary, up-to-date;
- Relevant, complete and not excessive in relation to the purposes for which they are collected and subsequently processed;
- Kept in a form which permits identification of the data subject for no longer than is necessary for the purposes for which they were collected or subsequently processed.
INTERNAL CONTROL SYSTEM AND REPORTING
The internal control system of IPS S.p.A. must be guided by the principles of transparency of acts and verification of internal controls, and in particular: every operation and transaction must be properly recorded, authorized, verifiable, legitimate, consistent and congruous. All actions and operations of IPS S.p.A. must be verified in their decision-making, authorization and execution process. For each operation, adequate supporting documentation of the activity performed is kept on file so that the operation can be accurately reconstructed and the different levels of responsibility identified, the system must ensure the application of the principle of separation of Functions whereby authorization for the performance of an operation must be validated by a person other than the person who accounts for it, executes it operationally or controls the operation. Personnel of IPS S.p.A. who become aware of violations of this Code, as well as omissions, falsifications, neglect of accounting or documentation on which the records are based, are required to formally report the facts to the Company Managers. IPS S.p.A. undertakes to maintain and develop manual and computer procedures such as to regulate the performance of the above activities, providing for the appropriate control points and the application of the principle of separation of duties and compliance with accounting principles. IPS S.p.A. is set to assign to defined managerial positions, through specific resolutions of the Boards of Directors, appropriate authorization and signature powers consistent with organizational and managerial responsibilities. IPS S.p.A. undertakes to set up a management control system to obtain timely information on the existence of general or particular critical situations. IPS S.p.A. is committed to communicating and training its employees on tools such as authorization powers, reporting lines, procedures, and anything else that contributes to transparency in daily operations; all employees must make themselves participants in the company's control system. Managers and appointed auditing firms have unrestricted access to data, documentation and information relevant to the performance of the work under their responsibility and competence.
VIOLATION OF THE CODE OF ETHICS
Violation of the principles set forth in the Code of Ethics and in the procedures set forth in the specific protocols undermines the fiduciary relationship between IPS S.p.A. and the Recipients. Such violations will therefore be prosecuted by IPS S.p.A. incisively, promptly and immediately, by virtue of appropriate and proportionate disciplinary measures, regardless of the possible criminal, civil and administrative relevance of such conduct. The effects of violations of the principles set forth in the Code of Ethics and specific protocols must be taken seriously by all Recipients. IPS S.p.A., in order to protect its image and safeguard its resources, will not entertain relationships of any kind with parties who do not intend to operate in strict compliance with current regulations and/or refuse to sign and agree to behave in accordance with the values and principles set forth in the aforementioned Code of Ethics.