Ethical Code

Ethical Code

INTRODUCTION

Engaged in the automotive field since the 80s, Proma has always merged research on competitiveness on the market with the respect of competition regulations by promoting, within social responsibility and environmental safeguard, the correct use of available resources.

Facing the rising complexity of the market, the Company has decided to re-affirm its own fundamental values and principles by gathering the most functional rules aimed at ensuring efficiency and transparency of the entire structure into a code able to address the behavior of every employee.

1. CODE OF CONDUCT
1.1. GOALS

The code defines the principles on which the Group employees’ conduct is based and the leading values that inspire the business management and affairs. Within this view, it represents a real support for every employee, acting as a compass able to address the performance of their duties according to the highest standards of conduct in business and towards the most efficient pursuit of the Group’s mission.

1.2. RECIPIENTS

The code applies to all employees (apical and subordinates) under a contract with the Proma or by companies where Proma S.p.A. is the majority shareholder both at national and international level.

Suppliers and other commercial partners (consultants, experts, agents) of the Group are informed of the contents of the Code of Conduct as well as of the best practices to which the Group expects the business conducts to aim at.

1.3. CONTENT AND FUNCTIONS

The code summarizes the range of values both apical and subordinate employees should aim at. They commit to operate correctly and loyally with competitors and other potential interlocutors of the Group (clients, shareholders, suppliers, partners, consultants and public administrations).

Such substrate protects the Group’s prestige and credibility, in the explicit codification of these regulations expressed in the special part of the Organizational Conduct Model (OCM) that brings production mechanisms back to formal legality and constant substantial control.

So, the Code defines principles and goals that translate into behavioral rules conformed to the different recipients’ category:

Board of Administrators Members, who consider principles and values contained in the Code when conceiving targets and business policy guidelines;

Executives who undertake responsibility towards the internal (that is towards all the personnel) and towards third parties (all the parties with which the company deals with). They take care of the real enforcement of the Code’s principles;

Employees and Collaborators who align their own actions and conduct to the principles, values, targets and commitments in the Code as well as to instructions given by apical employees.

With absolute no distinction, everybody has to a) respect the laws and regulations enforced in all the countries where the Group operates and b) to report any potential illegal conducts or of conducts simply not in line with the Code, by informing the direct supervisor following the procedures established by the company.

For this purpose, the Group:

makes the contents of the Code extremely accessible and contemplates the immediate publication of any change (even via intranet);

work to ensure an adequate training program and a continuous awareness policy on the issues related to the Code;

foresees an information channel dedicated to the solution of potential procedural doubts so to be able to solve issues arising during the different training phases in real time;

2. VALUES

The Code is founded on values shared by the stakeholders who inspire their own conduct and both internal and external relationships thus ensuring regular functioning, management reliability and reputation of the PROMA Group.

Legality
Proma accomplishes its tasks in accordance with the regulations enforced in the countries where it operates and of the local legislation.

Fairness and transparency
Each function or mandate must be accomplished in a clear and transparent way allowing all the stakeholders to evaluate its correctness and compliance;

Liability
Every business procedure is codified so to enable the monitoring of the different production phases and the identification of the respective liability positions (also post-factum).

Discretion
The confidentiality of information of all the parties dealing with the group is considered of primary importance and, as such, it has to be protected so to prevent unauthorized spreading, undue intrusions and illegal use of stored data.

For this purpose, besides appointing a supervisor for privacy, the Group constantly updates its auditing systems.

Protection of the person
Proma recognizes to the “person” an absolute main role ensuring dignity and wellbeing in a protect working environment. For this, the Group invests in professional and technical development encouraging learning and training processes to grant personal growth and a consequent development and increase of job opportunities within the company.

At the same time, the Group prohibits any form of discrimination or harassment, banning any conduct related to race, sex, age, nationality, religion or any other personal characteristics that could endanger the principle of equal opportunity at work and professional development.

Any form of child labor or forced labor is considered highly detrimental for the personal integrity and as such, banned as in contrast with human rights.

Business Ethics
In the execution of business relationships, Proma’s stakeholders follow the principles of legality, loyalty, correctness and mutual respect: conditions considered necessary by the Group to pursue its own growth targets and optimization of business resources.

Information Integrity
Data managed within one’s own liability field is treated and communicated integrally, precisely and truthfully. Privileged data obtained in the carrying out of the respective duties are not used or spread for personal or third parties advantage.

3. ENTERPRISE POLICY

The Group promotes the culture of legality encouraging the respect of regulations by social bodies and the management; for this purpose, special attention is devoted to the codification of internal procedures and to line controls calibrated on a constant risk analysis and a careful organization of resources in favor of the enhancement of the business efficiency as a whole.

3.1. CONFLICT OF INTERESTS

The recipients of the Code pursue the Company’s general interests and goals. Considering the circumstances, they timely inform their own supervisors or referents (that is the Business Vigilance Body: BvB) of the situations or activities in which they are or might be in conflict with the company’s interests. The same communication refers to cases where relatives of the informing recipient have interest in, that is any other case where professional convenience is involved.

3.2. DENIAL OF USING CONFIDENTIAL INFORMATION

Proma’s employees have to ensure an absolute discretion on the information acquired while performing their duties with the Group; such information cannot be spread or published in absence of an explicit and specific written authorization of the Company.

At the same time, it is denied to use, for own purposes or for third parties, or for lucrative purposes, programs, projects, researches and any know-how developed or enhanced by the Group which remains the owner of the intellectual property.

Even after the termination of a contract with the company, all employees are bound to the professional secrecy, so they cannot spread data, reports, accounts, strategic plans and other activities learned while on duty.

3.3. RESEARCH AND DEVELOPMENT, TECHNOLOGY AND INNOVATION

Research, development and a constant technological adjustment represent a priority for the Company with special attention to quality, security and liability of products and services offered on the market.

3.4. RECRUITMENT AND TRAINING OF PERSONNEL

Personnel is hired on the base of a research and selection founded on principles of objectiveness and transparency ensuring results clear of any form of favoritism.

The Group is committed to offering equal opportunity at work and in professional development considering, as selection parameters, the evaluation of competences and the results obtained for the current and future needs of the Company.

3.5. WORKING ENVIRONMENT

The Company ensures a working environment suitable to protect the dignity of all employees in compliance with international and national guidelines.

For this purpose, the Company prohibits
a) to come to work under the effect of alcohol or drugs;
b) to smoke in working places;
c) to adopt offensive or threatening conduct towards colleagues or subordinates.

Business resources and spaces are, instead, used so to preserve their value and encourage their sharing without being in contrast with the Group’s interests.

Proma ensures healthiness and security of its working spaces through an appropriate risk analysis. In particular, the Company uses low risk production systems, implementing a constant monitoring of the dangerous procedures that are contained in specific prevention and protection programs besides offering an adequate training on safety procedures to all the personnel.

3.6. MONEY LAUNDERING PREVENTION

In compliance with the money laundering provision, the Group implements the know your customer principle, by verifying honorability and legitimacy of its suppliers and commercial partners.

Payments to the Company are made through bank transactions so to be easily traced.

Anomalies or suspects of illegal transactions and violation of the cash-limit provision are reported to the Vigilance Body.

4. ACCOUNTABILITY AND AUDITS

Proma’s accounting entries and financial statements, besides being in compliance with the enforced subject laws, faithfully represent the economic, financial and debt management facts according to the criteria of veracity, entirety and verifiability.

The systems adopted by the Company are coherent and appropriate for the accountability criteria applicable to all the companies of the Group, ensuring maximum transparency of the business procedure (iter) and timeliness of internal audits. For this purpose, a complete record of each accountable transaction is kept. This also serves to provide an easy, formal and chronological reconstruction of the transactions also in support of motivation and liability involved.

4.1. FINANCIAL MANAGEMENT

Proma ensures the effective destination of financial resources – allotted to according a careful preventive planning – to the different areas of operations, granting the necessary support to development projects and to health and safety on the job policies.

For this purpose, the recipients acting in the respective areas of competence, submit periodical economic, explicit and timeline reports that reflect a faithful and analytical flow of the businesses and commercial results obtained.

Feedback reports ensuring the real use of funds destined to the different business areas are expected besides monitoring mechanisms granting a constant follow-up of the planned and executed measures.

Each subject performing financial operations or transactions is explicitly authorized by the Company in accordance with what established in the Organizational and Management Model. However, the use of business funds for illegal or inapt purposes is severely prohibited; at the same time it is prohibited to make payments that are not founded on business transactions duly authorized, that is offering illegal forms of compensation.

5. RELATIONSHIPS WITH THE CLIENTS

The relationship with the client is based on the principles of correctness, honesty, efficiency and professionalism.

The Company imposes to its employees to constantly monitor the client’s satisfaction level with whom it establishes and maintain a long-term dialectic relation able to generate a precious feedback with clear advantages in terms of production enhancement.

6. RELATIONSHIPS WITH SUPPLIERS

Within the Proma, the selection of suppliers and the determination of purchase terms are founded on an objective evaluation of the quality and price of the goods or the service. It is also founded on certified data, on the assessment of assistance grants and the timeliness of deliveries that the supplier is able to offer.

The employees with these duties establish with the suppliers and business partners a stable and transparent cooperation based on the values and principles of the Code thus avoiding free gifts or any other form of benefits unless in line with what foreseen by the criteria of the usual courtesy.

Each purchase is regularly processed respecting the agreements undertaken with the counterpart and internal regulations that impose a constant monitoring by the Company.

7. RELATIONSHIPS WITH PUBLIC INSTITUTIONS AND PUBLIC OFFICERS

In general, the relations entertained by Proma with Public Administrations, public officers, or public institutions follow the strictest observance of the enforced law provisions and regulations without compromising the company’s integrity and reputation.

The undertaking of commitments with public institutions is reserved to the appropriate business functions and is founded on the Group’s values.

It is strictly forbidden to the Code’s recipients to research or establish in an illegal way any personal relationship with public officers or to influence them so to influence – directly or indirectly – the result of the relationship with the related public institution.

In compliance with the anti-corruption regulations in force, Proma adopts a specific best-practices system aimed at preventing any corruptive conduct and efficiently reporting to the competent internal functions any (real or potential) violation made by the institution or third parties.

7.1. FINANCING AND PUBLIC FUNDS

The Group cannot pursue advantages resulting from relations with the Public Administration if not for programs approved and in the respect of business procedures that foresee: a) contractual relationship legally established; b) specific concessions or authorizations; c) use of public funds in compliance with the purposes that have determined their approval.

8. RELATIONSHIPS WITH THE JUDICIAL AND VIGILANCE AUTHORITIES

All the employees of the Group behave in the full respect of the law, making themselves available in collaborating with representatives from the Judicial Authority or other authorities with inspecting powers it is absolutely forbidden:

to destroy or alter any document requested by the processing authorities or to make false statements;

to assign tasks, give or promise money, gifts, benefits or any other utilities to inspection officers and in general to representatives of Judicial Authorities

Anybody notified with a warning on behalf of the Judicial Authorities or Administrative Authorities for actions connected to their working relationship with Proma has to immediately notify the Administration section and the Vigilance Body through the internal communication system.

9. RELATIONSHIPS WITH ASSOCIATIONS AND COMMUNITIES

The Group does not offer economic contributions to political and union parties, movements, committees and organizations setting any kind of relationship with their representatives or candidates in accordance with the highest standards of transparency and correctness.

Dialogue and interaction with the civil society is for Proma a primary value that carries out its commercial practice with the awareness of its own social responsibility. For this reason, it is disclaimed any kind of discrimination, corruption, forced labor or child labor. On the contrary, the recognition and safeguard of dignity, freedom and equality of human beings, the safeguard of work, union freedoms, health, safety, environment and biodiversity are privileged in a system that contemplates the respect of values and principles of transparency, energy efficiency and sustainable development as stated by the Institutions and International Agreements.

10. ENVIRONMENTAL POLICY

Beside the respect of National and International regulations, the Group aims at a constant enhancement of its results in the environmental field by promoting an environmental awareness in every sector of the company.

Moreover, it proposes, the development and implementation of processes and products that are safe from an environmental point of view as well as the optimization of resources and the reduction of gas emissions and waste.

11. INTERNAL AUDIT BODIES

All the operational levels and therefore all the employees of the Group collaborate at a correct functioning of controls related to their own operational areas being aware that the achievement of the business targets is tied to reliable and accurately monitored procedures.

In accordance with the standards explicitly codified, every employee carries out the tasks requested by the company auditing bodies in a timely manner being liable for the veracity, entirety and accuracy of the information provided. The data and documents requested are made available in a timely and efficient way.

With particular reference to the Vigilance Body, the relationship can be of double nature: urged or spontaneous. In the first case, it is the internal Office to execute its monitoring powers by requesting documents or other information that will have to be submitted by the recipients in the least possible amount of time; in the second case, the employee takes the initiative to submit to the Vigilance Office possible procedural inconveniences or system’s malfunctions.

Supported by a capillary informative network and a complementary activity of other monitoring offices (Board of Statutory Auditors, Internal Audit, Auditors tasked with the control of the internal system), the Vigilance Body verifies the Code’s application and requires its update, thus executing a follow-up activity aiming at the verification of the real implementation and functionality of the proposed solutions.

As soon as activities are identified, they are made accessible through a free access to any company’s file – of which the Body is tasked with the carrying out of the functions it encompasses – and the related obligation of collaboration imposed to the employees.

12. THE CODE’S LIFE

Being the back-bone on which the Group’s targets and expectations are founded, the Code will follow any change, thus accompanying the operational and managerial procedures (iter) in terms of moral and social responsibility and of business towards the parties involved.

12.1 SPREADING

All the Group’s employees have access to the Code since it is published on the company’s intranet page. A hard copy is also given to area managers and plant’s directors.

12.2. REVIEW

The Group’s Board of Administrators, on a proposal by the CEO and the President, approves the Code’s review after meeting the Board of Statutory Auditors.

The proposal is made considering the Stakeholders’ evaluation with reference to the principles contained by the Code and the promotion of the active contribution or the possible presence of lacks.

Each change and/or integration will be approved by the BoA and immediately sent to the recipients through the above mentioned information tools which will be amended by a special note on behalf of the Body of Vigilance.

12.3. CONTRACT VALUE

This Code has been approved by the Board of Administrators.

The required reading implies the commitment to respect it by all Personnel. A formal acceptance of the provisions of subject Code will be requested by the competent Authorities to employees, external collaborators and suppliers who will have to comply with the contents as an essential part of the obligations undertaken by contract.

Therefore, the violation of the principles and the contents of the Code will represent a failure of the primary obligations of the working relationship or a disciplinary action, with any consequences provided by the law in terms of job conservation and could entail compensation of the caused damages.