SURVEYE S.R.L.’s CODE OF ETHICS
The principles and provisions of this Code of Ethics are a specification of the general obligations of diligence, fairness and loyalty that quantify the performance of work and behaviour in the working environment.
The Code of Ethics is an effective means of preventing irresponsible or unlawful behaviour by those who work in the name and on behalf of the Company. It introduces a clear and explicit definition of the ethical and social responsibilities of its recipients, with the aim to maximize satisfaction and improve the experience and expectations of all the stakeholders actively involved in the business process, as the work of each party affects the success of the process itself, intended as responsibility of Surveye s.r.l. to its stakeholders.
The Code of Ethics has been created to provide an ethical guide for all the actions performed by the company; in other words, it supports, promotes or prohibits certain behaviours. This applies to the whole organization, including all the people (hereinafter collectively referred to as the “Recipients”) who are involved, in various roles, in the business organization of Surveye s.r.l., including, but not limited to:
- Shareholders and Directors;
- Executives and Managers;
- Commercial partners;
- Anybody who directly or indirectly establishes a permanent or temporary relationship with Surveye.
The principles and provisions of the Code of Ethics are binding on the Recipients and Surveye s.r.l. is committed to ensure adequate information, publication and publicity of the Code of Ethics.
This document defines the values and principles of conduct that are relevant for a proper functioning, reliability, and compliance with laws and regulations, as well as for the protection of the image of Surveye s.r.l.
It contains all the rights, duties and responsibilities of the parties concerned within and outside the Company, beyond and regardless of regulatory requirements.
All the parties who operate for the achievement of our business objectives, whether they are top executives or employees, are required to comply with this Code of Ethics in the conduct of affairs and business activities.
The various points of interest of this Code also apply to collaborators and external partners or consultants who act in the name and on behalf of Surveye s.r.l.
The recipients of the Code are expected to behave in compliance with fundamental principles of honesty, moral integrity, fairness, transparency, objectivity and respect for the individual personality, in the pursuit of the company’s objectives and in all the relationships with persons and institutions inside and outside the Company.
Recording conversations between persons without informing them is forbidden.
In no case may the pursuit of the interest of Surveye s.r.l. justify a behaviour that is not compliant with an honest line of conduct. Therefore, Surveye s.r.l. reserves the right not to engage or continue in any relationship with anyone who adopts behaviour that differs from what is set out in the Code of Ethics.
2. GENERAL ETHICAL PRINCIPLES
A fair and effective commitment to the achievement of the company’s objectives is considered a fundamental principle in the awareness, for each recipient, of his or her own tasks and responsibilities. Full compliance with all the applicable international, national, regional and local laws and regulations in force is a fundamental principle of Surveye s.r.l.
Recipients are required to comply with professional ethical guidelines, especially as regards due diligence and expertise obligations in any operation performed on behalf of the Company.
Recipients are also required to comply with all the corporate regulations that specify how to pursue corporate goals in compliance with the professional ethics and behaviour principles adopted.
The principle of fairness implies respect for the rights of all the persons who are involved in professional and business activities. This also requires the elimination of any possible conflict of interest between the employees and the company.
All the actions, transactions, and negotiations conducted, and, generally, any behaviour adopted in the course of business must be inspired by the utmost management correctness, completeness and transparency of information, formal and substantial lawfulness, clarity and truthfulness of accounting statements, in compliance with applicable legislation and internal procedures, and must be audited.
All the Recipients of the Code are required to provide complete, transparent, understandable and accurate information.
All the actions and operations performed by Surveye s.r.l. must be adequately recorded and documented, and these records and documents must always be available for the conduction of decision-making, authorization and execution processes. In particular, each transaction must be adequately supported by documentary evidence, so that audits can be performed at any time to able to carry certify the characteristics and reasons of the transaction and identify the individual(s) who authorized, performed, recorded and audited the transaction.
3. CONTRACTUAL VALUE OF THE CODE OF ETHICS
Compliance with the rules of the Code of Ethics must be regarded as an essential part of the contractual obligations that tie the Recipients of the Code based on the general provisions of Art. 2104 of the Civil Code and, in any case, in compliance with the professional declarations required by the applicable national collective bargaining (or labour) agreements.
4. BEHAVIOUR REQUIREMENTS IN RELATIONSHIPS WITH EMPLOYEES
Surveye s.r.l. promotes and protects the respect of the physical and cultural integrity of the individual and the value and development of human resources, so as to favour the career and full development of each employee’s professional potential according to a merit-based system.
Recruitment, transfer or promotion practices must in no way be influenced by offers or promises of sums of money, goods, benefits, facilities or services of any kind.
In the management of the relationships involving the establishment of hierarchical relations, Surveye s.r.l. requires that authority be exercised with fairness and correctness, and prohibits any behaviour that could be considered to violate the dignity and autonomy of the employee.
All forms of discrimination based on race or ethnicity, nationality, gender, age, disability, sexual orientation, political or trade union opinion, philosophical or religious beliefs must be avoided.
No sexual harassment or physical or psychological violence is tolerated. Surveye s.r.l., has committed to protect the moral integrity of its employees and partners by protecting the right to work in conditions respectful of human dignity.
No irregular form of work is tolerated, meaning, in addition to the mere absence of any contract-based labour relation, any use of work not included into a contractual and regulatory framework consistent with that of the country of reference.
Upon the establishment of the employment relationship, each employee must receive accurate information regarding the characteristics of his/her function, the responsibilities involved in his/her role and tasks to be performed; legal disciplinary, contractual or regulatory provisions; regulatory and remuneration details, rules and procedures adopted in general to avoid any conduct that is contrary to the law or corporate policies.
Employees must avoid performing or facilitating transactions in actual or potential conflict of interest with the Company, as well as conducting activities that may interfere with the ability to make decisions in an impartial manner, in the best interest of the company and in full compliance with the principles of this Code.
In particular, Employees must not have any financial or personal interest in the choice of a supplier, competitor or customer, and may not carry out any work that may lead to a conflict of interest.
Employees must not favour the interests of third parties in conflict with those of the Employer.
Employees must not use their position or role within the company to obtain personal benefits in breach of the duties of impartiality in the management of their Employer’s affairs.
Employees must never reveal professional or scientific industrial secrets.
5. BEHAVIOUR REQUIREMENTS IN RELATIONSHIPS WITH SUPPLIERS
Our relationships with suppliers is based on principles of transparency, loyalty, integrity, confidentiality, diligence, professionalism and objective judgment.
The selection of suppliers and the purchase of goods and services are taken care of by the appropriate company functions on the basis of objective assessments that consider the legal status, competence, competitiveness, quality, fairness, respectability, reputation and price of each supplier.
he suppliers of Surveye s.r.l. must not be involved in any illegal activity and must assure their employees working conditions based on respect for fundamental human rights, international conventions, and applicable laws. In particular:
child labour is absolutely forbidden and considered unacceptable. The age of the employees who work in our production facilities cannot be lower than the minimum legal age of each Country.
The exploitation of child and non-child labour, the use of forced labour, physical or mental abuse or corporal punishment are considered to be totally unacceptable and will lead to the immediate interruption of any collaboration between the supplier and Surveye s.r.l.
The remuneration and benefits for Employees must be those established by the applicable local regulations, the law and international conventions on the subject.
Suppliers must ensure that all forms of production are carried out by using processes that protect the health of workers in an appropriate manner depending on the production process used.
In case of violation of the principles of lawfulness, fairness, transparency, confidentiality and respect for human dignity, Surveye s.r.l. shall have the right to take appropriate measures, which may even include the termination of the relationship with the supplier.
6. RELATIONSHIPS WITH EXTERNAL CONSULTANTS, AGENTS AND OTHER CONTRACTORS
Within the framework of relations with external consultants and other contractors, Directors and Employees are required to:
Carefully consider the option to use the services of external consultants and contractors, and select counterparties with the appropriate professional qualifications and reputation;
Establish efficient, transparent and collaborative relations, while maintaining an open and frank dialogue in line with best commercial practices;
- Constantly ensure the best possible ratio between the quality of work and costs;
- Require the implementation of the contractual conditions prescribed;
- Operate within the scope of the applicable legislation and require the same from others.
Relations with agents or representatives shall be governed by formal contracts specifying the terms and conditions, scope of the agreement, payment methods and remuneration.
No work or service shall be performed or payment shall be made to contractors, consultants, agents or other third parties operating on behalf of the Company that is not justified in the contract signed with said parties or connected with the type of assignment specified.
The violation of the principles of lawfulness, fairness, transparency, confidentiality and respect for human dignity shall be considered a just cause of termination of any contract.
7. BEHAVIOUR REQUIREMENTS IN RELATIONSHIPS WITH CUSTOMERS
Professionalism, competence, availability, respect and fairness are the guiding principles and the behavioural style to adopt in relationships with customers.
It is therefore essential that relationships with customers be inspired to total transparency and fairness, respect for the law and independence from every form of conditioning, both internally and externally.
Contracts and communications with customer must be:
- Characterized by clarity, transparency and simplicity;
- Comply with the applicable legislation and devoid of any elusive or otherwise incorrect practices;
- Compliant with the company’s business policies and the parameters defined therein;
- Complete, so as not to overlook any element relevant to customers’ decisions.
Within the framework of commercial relationships with customers, no conduct shall be adopted that may harm consumers’ confidence or reduce the transparency and safety of the market.
8. BEHAVIOUR REQUIREMENTS IN THE PROTECTION OF TRADE
In business relationships, Surveye s.r.l. is inspired by principles of loyalty, fairness, transparency, efficiency and opening to the market.
Recipients whose actions may be somehow related to the company shall adopt correct behaviour in the business of the company, regardless of the competitiveness of the market and of the importance of each specific deal. Any corrupt practices, illegal favours, collusive behaviour, direct or indirect solicitation through third parties of personal and career benefits for the individual or for others are forbidden.
Surveye s.r.l. protects the value of fair competition by refraining from collusive and predatory behaviour.
The Company and all its partners and employees must comply with the principles and rules of free competition and must not violate the laws of competition, antitrust and consumer protection.
No conduct violating the usual and free exercise of trade or detrimental to confidence and good faith in trade is tolerated.
In a fair competition and consumer protection framework, the Company and its employees and partners has committed not to violate the rights of third parties relating to intellectual property and to comply with the rules for the protection of distinctive signs or industrial products (trademarks, patents) by implementing controls of the full compliance with industrial property protection rules.
No products shall be marketed that uses signs, images or wordings that may contain false or misleading indications concerning the actual origin or quality of the work or product marketed.
9. BEHAVIOUR REQUIREMENTS IN RELATIONSHIPS WITH THE PUBLIC ADMINISTRATION
Relationships with the Public Administration and with public institutions and bodies in general (e.g. Ministries and their peripheral offices, public bodies and entities operating in the field of public services or utilities, local authorities and governments, competition and market regulatory authorities, personal data protection authorities) shall be under the responsibility of specifically designated corporate functions or of the individuals previously and formally authorized by them, in compliance with the provisions of this Code, the Articles in Association or Bylaws and any special law, with particular regard to the principles of fairness, transparency and efficiency.
In particular, purely by way of example:
No offer or promise to offer money, gifts or compensation, in any form, either directly or indirectly or through the intermediary of another person and no illegal pressure or promise to give any object, service, performance or favour to any manager, official or employee of the Public Administration or person in charge of a public utility service or their relatives or household members with the purpose of inducing someone to unduly perform any act in their office or contrary to their office duties is permitted.
No deceptive conduct is admitted which may mislead a Public Administration; in particular, no false statement or document containing false information or omitting information to obtain benefits or advantages in the interests of the company, contributions, funds or other subsidy of any kind granted by a Government, a public body or the European Union can be used or submitted.
It is forbidden to use contributions, funds or other payments of any kind granted by a Government, public body or the European Union for purposes other than those for which they have been granted.
In case of commercial relations with the Public Administration, including participation in public tenders/calls for bids, the required behaviour is to always operate in compliance with the law and good commercial practices.
Altering in any manner the operation of a computer or telematic system of a public body or handling the data, information and programs contained in or related to said systems in any illegal manner to obtain an unfair profit while damaging others is forbidden.
The proper operation of public functions, and particularly of the judicial function, is also ensured through the prohibition, imposed on all the persons who are bound to comply with this Code of Ethics, to undertake, directly or indirectly, any unlawful action which may favour or damage any of the party involved in civil, criminal or administrative proceedings.
In particular, no undue pressure (offers or promises of money or other utility) or unlawful coercion (violence or threats) is admitted with the purpose of inducing a person summoned to appear in court not to make statements or to make false or misleading statements, when this person may choose not to answer questions.
10. BEHAVIOURAL REQUIREMENTS RELATING TO CORPORATE, ADMINISTRATIVE OR FINANCIAL ACTIVITIES
In general, correct, transparent and cooperative behaviour is required, in full compliance with all the applicable legislation and internal corporate procedures, in all the activities aimed at the preparation of financial statements and other corporate disclosures, to provide shareholders and the public with accurate and correct information concerning the Company’s financial standing and situation.
Every transaction or operation must be accurate, verifiable, and lawful.
This means that each action and transaction must have a corresponding accounting record and must be supported by appropriate documentation in order to enable controls to be carried out, any level of responsibility to be identified, and the transaction to be totally traced back.
All the individuals who, in any role, even as mere data providers, are involved in the preparation of the financial statements and similar documents, or in any case documents representing the economic, equity or financial situation of the Company, and in particular the directors, auditors and anybody holding a senior position, are required to:
Ensure their maximum help and cooperation in dealing with each specific aspect and ensure the completeness and clarity of the information provided/disclosed and the accuracy of the data and related processing;
Not to disclose information that does not correspond to the truth, even if subject to measurement, or omit information or conceal data in direct or indirect violation of regulatory provisions and internal procedures, in order to mislead the recipients of the documents in question.
No simulated operation can be performed and no false information can be spread about the Company and its activities.
Preventing or, in any case, hindering the conduction of the control or audit activities that are legally required from the members or shareholders or other corporate bodies of the company is forbidden.
Any simulated or fraudulent conduct aimed at influencing the Meeting with the purpose of obtaining undue benefits or profit for oneself or others is forbidden.
Surveye s.r.l. has committed to ensure that only behaviour inspired to principles of protection of the share capital, creditors and third parties having a relationship with the Company will be conducted, in full compliance with the applicable laws and regulations.
In particular, the following is expressly forbidden:
Return contributions to the shareholder or release the shareholder from the obligation to pay contributions, except in the case of a legal reduction of the share capital;
Allocate profits or advance payments on profits not actually earned or to be allocated to reserves under legal obligations or distribute unavailable reserves;
Purchase or subscribe shares of the Company outside the legal requirements by causing damage to the integrity of the share capital;
Reduce the share capital, complete mergers or splitting in violation of the legal provisions protecting creditors, thus causing damages to them;
Carry our any kind of transaction which may cause damage to creditors.
11. BEHAVIOUR REQUIREMENTS IN THE USE OF CORPORATE ASSETS AND INFORMATION TECHNOLOGY (IT) SYSTEMS
The documents, work tools, systems and equipment and any other tangible and intangible asset (including intellectual property and trademarks) owned by Surveye s.r.l. must be used exclusively for the pursuance of and as specified in the business purpose of the company, and not for any illegal use. In addition, they must be stored and serviced with the utmost care. Any illegal use can be punished, including through disciplinary actions, whether or not they can be identified as criminal offenses under the applicable laws.
The Company protects the personal data of all the subjects that come into contact with it, according to the applicable privacy legislation.
The information obtained during the execution of its business activities, which is also an asset of the Company, is subject to legal requirements and to confidentiality obligations. These obligations shall apply even after the termination of any agreement or relationship with the Company, in compliance with the requirements of the aforesaid privacy legislation.
Any IT and telematic tool (e.g. telephones and facsimile machines, electronic mail, Internet, Intranet, and generally all the hardware and software in use) that is made available to employees for use as work tools must be exclusively used for activities relating to the business purpose; this also applies to the use of Personal Computers and any related tool, equipment, application and service.
For this reason, employees are required to promptly report any theft, damage or loss of their PCs or of any other related or similar equipment.
Each employee is also required to assist in the prevention of any possible crime committed by using IT equipment.
More specifically, employees may not:
Access an IT or telematic system without authorization;
Hold and use improperly any access code to IT or telematic systems for which they do not have an authorization;
Use equipment, devices or computer applications with the aim to damage or interrupt an IT or telematic system;
Tap into, hinder or interrupt illegally any IT or telematic communication;
Damage information, data and IT and telematic programs and systems.
Employees may not load unauthorized or unlicensed software in the Company’s computers and they may not obtain unauthorized copies of licensed software for personal, corporate or third-party use.
12. PROTECTION OF PERSONAL DATA
Employees must deal with any data, news, and information they become aware of during the conduction of their routine work with the utmost confidentiality, even after the termination of their employment relationship with the Company. In particular, employees must not disseminate or use said news and information for their own or third-party speculation purposes. Employees must also deal with any information and data relating to strategic roles, sensitive functions and processes, with the utmost confidentiality, especially when these functions and processes are exposed to some form of external stress.
Employees must deal with information relating to the purchase of goods and services, as well as to production processes, with the utmost confidentiality. Any information, data or document that employees become aware of during their work is the exclusive property of Surveye; the same applies without limitation to any idea, formula, technique, business plan, marketing and similar information, which is to be considered as confidential and proprietary information of the Company. It is, therefore, forbidden to disclose such information outside the Company without an explicit authorization and to use it for one’s own personal benefit.
Without prejudice to the prohibition to disclosing information relating to the organization and work methods of the Company or of using it in any manner that is detrimental to the Company, each Employee shall, in particular:
- Collect and process only the necessary and appropriate data for the purposes directly related to the function performed;
- Collect and process data only according to specific predefined procedures;
- Protect said data, so that they are protected from access from unauthorized persons;
Communicate data within the framework of predefined procedures and/or with the express authorization of one’s supervisors/direct reports;
Ensure that there is no absolute or relative restriction on the disclosure of information about third parties connected with the Company through any kind of relationship and, if appropriate, obtain their consent. Confidential information may only be disclosed to supervisory or judicial authorities.
A breach of personal data may, if not dealt with in an appropriate and timely manner, cause very serious damage to individuals, as well as to the Company. Such damages may consist, for example, in the loss of data control by the parties concerned, in the limitation or violation of their rights, discrimination in the social context where they live and work, usurpation or theft of identity, financial losses, unauthorized decryption of pseudonymization, prejudice to reputation, loss of confidentiality of personal data protected by trade secrets or, more generally, in significant economic and/or social damage.
Therefore, in compliance with the applicable legislation, Surveye requires all Employees to:
– Collect and process only the necessary information that is directly connected with their functions;
– Store information in such a way as to prevent access from unauthorized third parties;
– Disclose information only within the framework of predefined procedures, i.e. with the authorization of an appropriate delegate;
– Make sure that there are no confidentiality restrictions imposed under any relationship with third parties;
– Ensure the prompt fulfilment of any regulation imposed by or of any prohibition or inhibition adopted by the Personal Data Protection Authority.
13. PROHIBITION OF TRANSACTIONS AIMED AT RECEIVING, RECYCLING AND USING MONEY, GOODS OR UTILITIES FROM ILLEGAL SOURCES
Surveye s.r.l. carries out its activity in full compliance with the applicable legislation concerning money laundering and with the regulations issued by the competent Authorities.
In principle, Surveye s.r.l. has committed to ensure maximum transparency in commercial transactions and has arranged the most appropriate instruments to fight the reception, recycling and use of money, goods or utilities of illegal origin.
Employees must never carry out or be involved in activities involving the laundering (i.e. acceptance or processing) of proceeds from criminal activities.
Directors, employees and contractors must preliminarily check all the available information (including financial information) on business counterparties, consultants and suppliers in order to ascertain their moral integrity, respectability and the lawfulness of their business before establishing a relationship with them. In addition, they are required to strictly observe company laws, policies and procedures in any economic transaction involving them, ensuring full traceability of inflows and outflows of cash in full compliance with any applicable law.
14. PROTECTION OF OCCUPATIONAL HEALTH AND SAFETY
Surveye s.r.l. has committed to pursue the objective of improving the safety and health of workers as an integral part of its activity and as a strategic commitment within the global purposes of the Company.
To this end, the Company shall:
Disseminate and consolidate a culture of occupational safety and health by developing the awareness of risks and promoting responsible behaviour by all employees;
Deliver institutional training, at certain times of the employee’s career in the Company, and recurrent training for the operating staff;
Promote and implement any initiative aimed at minimizing risks and at removing the causes that may jeopardize the safety and health of employees by undertaking the necessary technical and organizational actions, including the introduction of risk, safety management, and resource protection systems, and by implementing a practical and effective system for the monitoring of the adoption of prevention measures, supported by sanctions that may reach the point of terminating labour relationships.
Employees must take care of their own health and safety and of that of the other persons in the workplace who are affected by their actions or omissions, in compliance with the training, instructions and guidelines provided by the Employer.
For this reason, the use of drugs, the abuse of alcohol or the taking of illegal drugs will not be tolerated in the workplace.
15. ENVIRONMENTAL PROTECTION
Surveye s.r.l. has committed to ensure the full compatibility of its business activities with the territory and the surrounding environment.
To this end, it has committed to carry out its business activities in full respect of the environment, intended in the broadest sense of the word, in particular by:
- Considering the environmental impact of each new activity and production process;
- Using natural resources responsibly and consciously;
- Developing a relationship of constructive cooperation, characterized by maximum transparency and trust, both within the Company and with the external community and institutions in the management of environmental issues;
- Maintaining high standards of security and environmental protection through the implementation of effective management systems.
16. RELATIONS WITH THE COMMUNITY
16.1 Trade unions and political parties
Except for the contributions due under specific regulations or under collective bargaining agreements, Surveye s.r.l. does not finance or make contributions of any kind, directly or indirectly, to political parties, movements, committees and political and trade union organizations and their representatives and candidates, except in the forms and manners permitted by the law.
Surveye s.r.l. does not make contributions to organizations with which it may have a conflict of interests; however, cooperating, even financially, with such organizations is possible for specific projects, always subject to the following criteria:
- That the scope of the project is related to its core business;
- That the allocation of resources is clear and documented;
- That the functions responsible for managing these relationships have issued the necessary authorizations.
16.2 Printing and other mass media
Surveye s.r.l. maintains relations with the press and mass media only through the corporate bodies and functions delegated to perform that task. Said relations must be based on principles of fairness, reliability and transparency in compliance with the communication policy defined by the Company.
Employees and contractors may not provide information to mass media without the prior and specific authorization of the relevant functions.
Information and communications about the Company must be accurate, complete, true, transparent and consistent with each other.
17. COMPLIANCE WITH THE CODE OF ETHICS
Any violation of the rules of this Code of Ethics will undermine the relationship of trust established with the Company and can lead to disciplinary actions, even up to the termination of the employment relationship and, in any case, with compensation of damage.
Compliance with this Code by employees and contractors and their commitment to comply with general obligations of loyalty, fairness and execution of the employment contract in good faith must be considered an essential part of the contractual obligation, also for the purposes and for the effects referred to in Art. 2104 of the Civil Code.
Any employee behaviour in violation of the behavioural or procedural rules contained in this Code of Ethics shall lead to the imposition of a disciplinary penalty in compliance with the applicable law.
Compliance with the Code of Ethics by third parties (suppliers, consultants, etc.) supplements the obligation to fulfil diligence and good faith obligations in negotiations and in the execution of the contracts with the Company.
Violations committed by third parties will be punishable according to the related roles and contracts.
This Code of Ethics, if necessary, will also be applied in countries other than Italy where, in case of any difference, it will be adapted to the laws, regulations and values of the country where the Company operates, in respect of fundamental human rights and international conventions.
18. ENTRY INTO FORCE AND REVISION OF THE CODE OF ETHICS
This Code will become effective after being posted in the Company’s bulletin boards or virtual notice boards of Surveye s.r.l. The Recipients will be promptly notified of the posting and will receive a copy of the Code of Ethics. Upon the Supervisory Board’s proposal, any appropriate review will be carried out annually.
These reviews will be made promptly available to the Recipients within the terms and conditions defined above.