Ethical Code

Ethical Code


PROMA S.S.A. S.r.l.(hereinafter the COMPANY) is committed, through the adoption of the most appropriate prevention and control measures, to the strict observance of laws and regulations in force in every context in which it operates, at all levels of decision-making and operational, in the conviction that ethics, integrity, transparency and commitment are the bases and foundations on which to build business success. All employees and collaborators must therefore commit to the achievement of these objectives in carrying out their functions and also as part of their responsibilities. In this regard, it should be noted that the COMPANY considers it fundamental to guarantee a constant commitment to the continuous improvement of company processes, also through the promotion of a Quality Management System effectively implemented by the company’s organization. Compliance with this Code of Ethics (hereinafter the CODE) the COMPANY’s employees, collaborators, consultants and contractual counterparts in general is of fundamental importance, to which the integrity and reputation of the COMPANY itself are logically subordinated which is a decisive asset for the success of the company.


The CODE is a document approved by the COMPANY's Board of Directors which, besides and independently from the provisions of the Legislative Decree no. 231/01, defines the COMPANY’s business principles of conduct and therefore fulfills the task of identifying the founding values of the way in which the COMPANY intends to be and to do business, develop projects and fulfill its responsibilities, proposing itself as a reference model for all those who work and / or have relationships with the COMPANY, adapting their behavior to the principles of honesty, loyalty and fairness. The CODE identifies and defines not only the responsibilities of the individual recipients of its precepts, but in general the standards of behavior to which the COMPANY as a whole must comply, such as, in particular:

  • legality
  • equity and equality
  • integrity and professional correctness
  • transparency and diligence
  • impartiality
  • fair competition
  • prevention of conflicts of interest
  • confidentiality
  • protection of the individual
  • health protection and the salubrity in workplaces
  • environmental protection
  • innovation and research

The CODE is subject to updates and modifications, upon proposal from the Supervisory Body (so-called ODV) and / or any business function, both with regard to legislative changes and operational experience, and with reference to possible changes in the organization and / or activity of the COMPANY.
CODE Updates and any changes, upon approval by the management figure, are disseminated or in any case made known to its recipients with methods specified below.


The function of "value card" covered by the CODE, for objective and subjective scope and prescriptive detail (general and abstract), is different (and wider) than that of the Model of organization, management and control referred to in D. Lgs. N. 231/01); therefore they must be considered as recipients of the CODE (hereinafter, the Recipients):

  • both the so-called "Recipients of the Model";
  • both the agents, the representatives, the other parasubordinated collaborators (who are not structurally included in the company organization and perform activities outside the company's work place), the distributors, the suppliers, the self-employed, as well as, more broadly, each COMPANY’S contractual counterparty;

In a sense that the COMPANY expects that the relevant rules of conduct are shared and scrupulously observed by them, regardless of the compulsory subjection to a management and supervision regime and, therefore of derivative or indirect responsibility. Therefore, the CODE will be considered as an integral part of the legal relationship and / or contract stipulated by the COMPANY with the aforementioned Recipients, which can then be resolved within the limits allowed by the nature and the discipline of the relationship, where the COMPANY becomes aware of the behavior, on the recipients part, which violate the conduct principles and the canons referred to in this CODE.

To this end, assuming the inapplicability of the disciplinary system contained in the Organizational, Management and Control Model, a recourse will be made to the specific expressed termination clauses, as for ex Article 1456 of the Italian Civil Code, or to other possible remedies / measures obtainable, from the nature of the legal relation and specifically referring to the respect of the conduct principles and the canons referred to in this present CODE.

Excluding the liability cases regarding slander or defamation, and / or for the same title pursuant to Article 2043 of the Italian Civil Code, the Recipient of the CODE who reports to his hierarchical superior, to the Chairman of Board of Directors or / and to the Chief Executive Officer, and above all, the Supervisory Body, measures or unlawful acts, or even only irregular, which they have learnt during the execution of its own relationship with the COMPANY, it cannot be subjected to sanctions, disciplinary and / or compensational, dismissal or termination of the relationship, as well as any discriminatory measure, direct or indirect, with detrimental effects on the relationship conditions, for reasons directly or indirectly related to the aforementioned report. Any threat or adoption of any such initiative and / or similar measure is immediately reported to the Supervisory Board.

In the disciplinary proceedings context, the identity of the person reporting cannot be revealed, without his consent, provided that the contestation of the disciplinary charge can be adequately based on separate and further findings respect to the report. If the report cannot be adequately founded, in whole or in part, on the signaling, the identity can be revealed because it is absolutely essential for the defense of the accused.


Compliance with the principles and CODE rules, their consistent dissemination and operational application within the responsibilities assigned is an essential and integral part of the contractual obligations of each Recipient and its violation may be a source of responsibility - mutatis mutandis - disciplinary and / or compensational.


In consideration of the above, the COMPANY:

  • guarantees the timely dissemination and / or knowability of the CODE internally and, in any case, to all the Recipients;
  • provides adequate information support;
  • endeavors to ensure that all Recipients comply with the indications of conduct;
  • endeavors to ensure that all Recipients can report any shortcomings and thus actively contribute to its implementation;
  • guarantees that all updates and changes are promptly brought to the attention of the Recipients.


The COMPANY organizes and develops its business activity by requesting the CODE Recipients to adapt their behavior to the values of conduct, within business, expressed in the CODE. Therefore, with reference to the following hypotheses, they must in particular adopt type of behavior as indicated below.


Recipients must comply with current regulations.

COMPANY actively and concretely cooperates with the authorities and is the same requested to each recipient.

Within the COMPANY, every activity must be carried out with professional and ethical commitment.

Each employee and / or collaborator must provide professional contributions appropriate to their responsibilities in the company, and must act in a way as to protect its image.

The relationships between employees and / or collaborators, at all levels, are based on criteria and behaviors of fairness, loyalty and mutual respect.

It is the responsibility of each employee and / or collaborator to keep and conserve the assets and corporate resources for the performance of their own activity with the consequent obligation to give them back - if necessary, even upon request - in the same state of delivery, providing likewise to keep all company data in the meantime stored intact and complete: no employee or collaborator can misuse the COMPANY’s assets and resources, or allow others to do so.

The corporate tools, including electronic / informatic tools through which e-mail, internet and computer networks are accessed, belong to the COMPANY and their use is therefore permitted only for the fulfillment of the respective contractual obligations. The use of these tools must therefore be carried out in strict compliance with the legislation, regulations and as well as relative company directives.

Improper or incorrect use of corporate instruments, in particular electronic / IT tools, is not tolerated, such as, for example:

  • unauthorized access to the company’s computer system and / or other computer’s systems;
  • any violation of industrial and / or intellectual property rights of the COMPANY and / or any third party;
  • access, creation, viewing, transmitting, or any use of content;
  • illicit, harmful, threatening, abusive, harassing, defamatory and / or slanderous, vulgar, obscene, detrimental to the privacy of others, racists, xenophobes, classists or otherwise reprehensible;
  • aimed to sexual or violent exploitation of people, including the publication of pornographic or child pornographic photos, prostitution offers or other invitations to sexual content as well as links to adult sites;
  • propaganda, also political-trade union, and / or the use of symbols that are considered illegitimate by Italian laws and / or the country of the User;
  • aimed at promoting or engaging in criminal activities including pedophilia, fraud, computer crimes, illicit drug trafficking, persecutory behaviors, gambling, money laundering, theft and illicit trade, including industrial secrets / commercial, etc. ...;
  • containing viruses, malware, Trojans or any other code, file or program created to interrupt, destroy or limit the operation of the software, hardware or telecommunications equipment of the COMPANY and / or third parties;
  • potentially damaging, in any form, the reputation of the COMPANY and / or any third party;
  • the transmission of confidential company information without proper authorization.
It regards everyone to give substance to the values and principles contained in the CODE, to strengthen trust, cohesion and group spirit.
The dedication and professionalism of the employees and collaborators are determining values and conditions for achieving objectives in the company.


All the Recipients of the CODE, according to their respective attributions and responsibilities, are committed to act - in the most rigorous compliance with the law, regulations, best practices in the sector, as well as this CODE and, by analogy, of the Organizational Model , Management and Control adopted by the COMPANY- in the exclusive institutional interest of the COMPANY for the most correct and effective pursuit of its corporate purpose, avoiding any conflict of interests, its own or third parties, with the company’s, and in any case giving prior written notice to the COMPANY, in person of the competent hierarchical and functional manager, as well as the Supervisory Board, of any kind of involvement, in the deal to be treated and / or concluded and / or executed, of its own interests or of third parties, even if not conflictual, specifying the nature, the terms, the origin and scope, and refraining from any further activity relating to the same deal until it is not expressly authorized to proceed, possibly by following particular precautions and instructions.
For example, the following can determine involvement of interests:

  • employees’ economic interests and / or collaborator and / or their family in the activities of suppliers, customers and competitors;
  • use of their position in the company or the information acquired in their work in such a way as to create an involvement between their personal interests and those of the company;
  • acceptance of money, favors or benefits from persons, entrepreneurs, or companies that are or intend to enter into business relationships with the COMPANY;
  • the existence of stable work activities or collaborations with companies or professionals who have contractual relationships with the COMPANY.


All the Recipients of the CODE are required to strictly comply with the laws in force in terms of privacy and insider trading.

The COMPANY adopts the minimum and appropriate security measures to reduce, as far as possible and according to technical progress, the risks of unauthorized communication / diffusion of data which the COMPANY owns, of unauthorized access or, in any case, unauthorized processing. All the Recipients, in conducting their functions and within the scope of their responsibilities, are responsible for the implementation of these security measures, both regarding the IT tools and the archives and paper files.

Apart from what is legally and / or contractually permitted, the recipients of the CODE shall not use, communicate or disseminate any business information learned, to be understood as unconditionally confidential, as well as commercial or industrial secrets, or, in any case, any item of information / business document that is objectively reserved or even only indicated as such by the COMPANY and acquired by virtue of it and / or on the occasion of the relations had. As an example, it is specified that confidential business news is meant all the know-how and all the information related to research and development, products, patented or registered and not, owned and / or in the COMPANY’s availability or of its customers and / or suppliers, all the related documents, code drawings, formulas, IT data, programs, ideas on any support provided, as well as all information relating to the organization of the COMPANY etc.

Particular attention must be paid by the Recipients regarding the communication and / or dissemination of documents, news and information regarding the sphere of the COMPANY’s activity which are not in the public domain and, if disclosed, are likely to significantly influence the price of financial instruments and the performance of the stock market. The communication of such information, even if the administrators or managers responsible for this purpose have authorized the dissemination, will always take place through the channels and the persons appointed for this purpose as part of the COMPANY policy. In no case, in the management of information, conducts might be adopted which may favor insider trading phenomena (i.e. trading and other transactions, including through third parties, on financial instruments made using privileged information disclosed without justified reason) or of any other nature that have as consequence the depletion of the company assets or are aimed to cause undue advantages, also to third parties.


The COMPANY commits to respect the highest levels of integrity, honesty and correctness in all relationships inside and outside the COMPANY; therefore, just as an example:

  • no Recipients of the CODE must directly or indirectly promise or pay sums of money or other benefits, with the exception of normal commercial or courtesy practices, no form of corruption is tolerated;
  • nor of public officials, in charge of public service or any other party linked or connected to public officials, or omit or delay or for having omitted;
  • neither CEOs, general managers, executives in charge of drafting corporate accounting documents, company’s statutory auditors and liquidators;
  • no Recipients of the CODE, as well as their family members, must directly or indirectly solicit, accept sums of money, gifts or other benefits, except the use and donations of modest value goods offered, in the context of ordinary courtesy relationship, which may compromise their independence of judgment.

The COMPANY shall take all precautions required and which are reasonably suitable to prevent money and financial resources laundering. All Recipients, in the exercise of their functions and within their own competencies, are responsible for the implementation and enforcement of these precautions.
The COMPANY acknowledges and communicates to the competent supervisory authorities the reports received by the Supervisory Board and other supervisory bodies regarding violations of the anti-money laundering legislation, whether performed or just attempted.



Honesty, loyalty, skill, professionalism, seriousness, technical preparation and personnel dedication are therefore among the decisive conditions to achieve the COMPANY’s objectives and they represent the characteristics required of the employees and collaborators in various ways.
In order to contribute to the company’s objectives development, and to ensure that these objectives are all pursued in compliance with the ethical principles and values of the COMPANY, the company policy is aimed at selecting each employee and collaborator in various ways according to the values and characteristics stated above. As part of the selection process - carried out with respect for equal opportunities and without any discrimination on the private sphere and on the candidates opinions - the COMPANY works so that the resources acquired correspond to the profiles truly necessary for the business needs, avoiding favoritism and facilitations of all sorts.


The COMPANY considers it fundamental to respect the fundamental rights of individuals, protecting their moral integrity, avoiding any form of discrimination and, in particular, discrimination by race, sex, age, nationality, religion and personal convictions: the evaluation and recognition of the results achieved, the professional potential and skills expressed by the people are the essential criteria for a career and pay progress.

The COMPANY also prohibits any form of discrimination and / or retaliation directly or indirectly related to reports of crimes / irregularities (including violations of the Organizational Model, as well as of this Code of Ethics) towards the “whistleblowers”, guaranteeing the maximum confidentiality and respect for anonymity.

The COMPANY guarantees the maximum protection towards the reporters with respect to any conduct of a retransmission and / or discriminatory nature directly and / or indirectly connected to the notification; in particular, disciplinary sanctions or any other measures having effects on working conditions to be intended, directly or indirectly, connected to the notification will always be prohibited.

The COMPANY undertakes to observe towards the employees the labor law of every source, legislation, regulation and collective bargaining in force, in particular regarding working hours, salary treatment, social security contributions and work health and safety protection.


The COMPANY does not employ any form of forced labor and does not employ people younger than the age established for starting work by the area regulations where work is performed. The COMPANY also does not undertake establishing or maintaining business relationships with suppliers who employ child labor as defined above.
The COMPANY does not employ foreign workers who are in the country concerned illegally. In particular, the COMPANY does not employ workers without a residence permit, i.e. in possession of an expired, revoked or canceled residence permit.


Mutatis mutandis, the Recipients of the CODE must abide to a rigorous respect for the laws, regulations and corporate directives in force, as well as to work to maintain a decent working environment, where everyone’s dignity is respected.

In particular:

  • they must not work whilst under the influence of alcohol or drugs;
  • they must avoid behaviors that can create an intimidating or offensive climate towards colleagues or subordinates;
  • they must establish and promote a respectful and cordial atmosphere towards colleagues or subordinates;
  • they must comply with the ban on smoking on the company premises established pursuant to Article 51 of the Italian Law of 16 January 2003 no. 3, in accordance with the warnings placed by the COMPANY.


The COMPANY pursues the objective to satisfy the best and legitimate expectations of its Clients, always treating them in a correct and honest way, providing them with quality products and services in compliance with the rules aimed at protecting competition and market.

The COMPANY therefore requires from the Recipients of the CODE, by analogy, that every relationship and contact with the Client is based on honesty, correctness, impartiality, professionalism and transparency.

In relations with customers the COMPANY must:

  • apply the internal procedures for managing relationships with customers in order to achieve the objective of developing and maintaining favorable and lasting relationships with customers;
  • operate within the current regulations;
  • always respect the commitments and obligations undertaken towards customers.


The selection of Suppliers and, in any case, any type of purchase, are determined and carried out exclusively on the basis of objective assessments of quality, price, delivery capacity and service adapted to the company's needs.
The COMPANY, also in consideration of the fact that Suppliers play a fundamental role for the improvement of company’s competitiveness, aims to establish and maintain stable, transparent and cooperative relationships with Suppliers.


Relations pertaining to the COMPANY’s activity maintained with public officials or with public service representatives - operating on behalf of the central and peripheral Public Administration, or of legislative bodies, of the Community institutions, of international public organizations and of any foreign State - with the judiciary, with the public supervisory authorities and with other independent authorities, as well as with private partners, public service concessionaires, must be undertaken and managed in absolute and strict compliance with the current regulations, the principles established in the CODE and in the protocols / internal procedures, so as not to compromise the integrity and reputation of both parties.


The Recipients of the CODE responsible for drafting corporate accounting documents, or those involved in the preparation and record and accounting books keeping, as well as any other relevant documentation in economic, patrimonial, financial and fiscal matters, are required, according to their respective assignments and the skills to prepare and comply with adequate administrative and accounting procedures for the preparation of corporate accounting documents (and in particular the financial statements), in compliance with the international accounting standards that are institutionally applicable and capable of providing the most faithful and correct representation of the economic and financial situation of the COMPANY.
All of the aforementioned Recipients are required to actively collaborate in pursuing this purpose, by noting and recording loyally and correctly all the management facts and accounting data, as well as reporting any mere error to the COMPANY, in person of the competent hierarchical and functional manager, as well as any anomaly both to the COMPANY, from the Chairman of the Board or the Managing Board, to the COMPANY 's the Supervisory Board.


The COMPANY aims to maintain a work environment where there are no dangers to safety and health and where operational risks are contained within acceptable levels, in compliance with the (general) standard referred to in article 2008 Italian Civ. and of the (specific) regulations dictated in this matter (in principle, by Legislative Decree No. 81/2008 (and subsequent amendments).

To this end, the COMPANY manages its activities by enhancing the environment protection and the safety of its personnel and third parties, with the objective of continuously improving the working environment and committing to:

  • to fully comply with the pro tempore provisions in force concerning the protection of health and safety in the workplace;
  • to adopt the measures that, like the company's activity, experience and technique, are necessary to protect the workers’ physical integrity and morality;
  • to promote the participation of the Recipients, however justified in the performance of their functions, in the process of risk prevention, environmental protection and protection of health and safety in the workplace.


The COMPANY’s resources are exclusively intended for the pursuit of the statutory purposes, in compliance with the principles of legality, correctness and effectiveness of each management and / or financial act. In any case, the COMPANY does not finance, or otherwise supports, also indirectly, companies or other profit-making entities, political parties and trade unions, except in this latter case, the contribution collaboration prescribed by law.

Any initiative on the subject by the Recipients must be considered exclusively as personal, excluding any burden on the COMPANY and any involvement of its image and its institutional role. However, it is strictly forbidden for Recipients and their family members to promise or pay money, goods or other benefits to political parties or trade unions, or their representatives, to promote the COMPANY’s alleged interest or to obtain a presumed advantage.


Relations with the mass media are reserved exclusively to the functions and delegated subjects.
Relations with the mass media are based on the respect for the rights to information.

External Communication must follow the guiding principles of truth, correctness, transparency, prudence and must be aimed to favor the company’s policies knowledge and the COMPANY’s programs and projects.

Information towards the mass media must be accurate, coordinated and consistent with the COMPANY’s principles and policies; must comply with the laws, rules, practices of professional conduct; it must be implemented with clarity and transparency. It is absolutely forbidden to disclose false information.

Any employee which gets contacted by a representative of the mass media must immediately inform the competent company departments in order to share any initiative related to the disclosure of facts and / or information pertaining to the COMPANY.