Foreword

The Board of Directors of BUGNION S.p.A. (hereinafter also “The Company” or “The Business”), has adopted this Code of Ethics (hereinafter also “The Code”) in order to identify, define and clarify the ethical and civil values it is inspired by in its activities and the commitments it makes in this respect to its internal and external stakeholders.

The Company undertakes to bring the Code of Ethics to the attention of all addressees.

1. Addressees

The addressees of the Code’s rules are, indiscriminately and without exception, all corporate bodies and operational groupings, including informal ones, operating inside and outside the Company as well as, individually, the directors, employees, external collaborators, including casual ones, the consultants, suppliers, service providers and anyone else who enters into contractual relations with the Company itself, all of whom are required to be familiar with the provisions of this Code and to adapt their conduct to such provisions.

The members of the Board of Directors are obliged to be guided by the principles of the Code when setting company objectives, proposing investments and implementing projects, as well as in any decision or action relating to the management of the company.

All addressees are also required to be aware of and comply with the Codes of Ethics relevant to their profession to the extent applicable to their work.

2. General principles

The Company’s fundamental principle is to comply with all the laws and regulations in force in all the countries in which it operates.

It explicitly refers to the values and principles expressed in the Italian Constitution and undertakes to take all necessary action within the sphere of its activities to remove the causes that result in these principles not being fully implemented or feasible.

The Company therefore pursues the following principles:

Respect – It works to ensure a stimulating work environment, free from any form of discrimination or harassment, and promotes diversity and inclusion among its employees, in the belief that cooperation between people with different cultures, skills, perspectives and experiences is a fundamental element of corporate and social growth and innovation.

Responsibility – It recognises the importance of ethical and social responsibility in the conduct of business activities and is committed to respecting the legitimate interests of its stakeholders and the community in which it operates.

Quality – It affirms the strategic importance of professional development and continuous training of all its employees as a means of personal growth and qualitative guarantee of the level of services offered and supplied to the market.

Sustainability – It undertakes, within the limits of its possibilities, being a low-pollution professional services company, to reduce the environmental impact of its offices and equipment and that of its staff and collaborators.

Respect for the environment and the recyclability of products are essential criteria in the supplier and product selection process.

Solidarity – With the pro bono work of its employees and collaborators and/or donations, prizes, discounts and other forms of support it endorses: No-Profit organisations, Associations, Foundations and Bodies for research, care, social welfare or cultural and sports purposes.

The Company, in promoting its own development:

  • pursues excellence in the delivery of its services, in the professional skills and commitment of its employees and collaborators;
  • continuously acts to improve services and business processes, aimed at customer satisfaction and worker protection, competence, awareness and skills;
  • recognises in human resources the fundamental and irreplaceable asset for its own success, drawing inspiration, in the management of labour relations and collaboration, from full respect for workers’ rights, promoting their full empowerment and professional development and refraining from any discriminatory behaviour;
  • is committed to spreading and consolidating a safety culture, developing risk awareness and demanding responsible behaviour from all employees, collaborators and suppliers;
  • guarantees its employees and collaborators a comfortable, safe and healthy working environment;
  • it also guarantees education, technical means and organisational systems that enable all its employees to work also in remote working mode, provided that they do not have tasks incompatible with it;
  • does not in any way tolerate or encourage conduct tending to act against the law;
  • takes the utmost care to avoid, at all times, situations in which conflicts of interest may arise;
  • guarantees the absolute confidentiality of the information in its possession;
  • prohibits all its employees and collaborators from accepting, offering or promising, even indirectly, undue money or other benefits in dealings with public officials and public service officers, as well as with customers, potential customers and suppliers.

3. Functions of the Code

The following functions are assigned to this Code:

  • of legitimacy: the Code sets out the Company’s duties and responsibilities towards its stakeholders;
  • cognitive: the Code, through the enunciation of principles and rules of conduct, makes it possible to recognise unethical behaviour and to indicate the correct ways of exercising functions, responsibilities and powers individually and collectively;
  • preventive: the Code codifies the reference ethical principles and the basic rules of conduct with which everyone must comply and declares the Company’s serious and concrete commitment to act as guarantor of the legality and ethicality of its activities, also for the purpose of preventing offences;
  • of incentive: by imposing compliance with rules and principles, the Code contributes to the development and sharing of an ethical conscience, strengthens corporate cohesion and reinforces the image of the Company, its collaborators and managers, and increases the level of trust on the part of all stakeholders.

4. Internal relations 

The Company safeguards and promotes the value of its human resources; therefore, relations with all those who work in the Company, in any capacity, are underwritten and regulated by law. Under no circumstances is an irregular employment or consultancy relationship allowed.

All executives, employees, collaborators, interns and trainees, without distinction, are required to behave in a respectful manner towards all colleagues, regardless of their respective level of classification or hierarchy, always refraining from attitudes or language that may offend the dignity and sensitivity of others.

Everyone must work together to create a corporate climate in which everyone feels accepted and encouraged, in a context of mutual trust, to achieve their own goals and those of the company.

Those in positions of responsibility must create and foster a work environment where respect, collaboration, diversity and inclusion are effectively pursued values.

All personnel decisions, including, for example, selection, recruitment, training, appraisal and professional and salary development must be based on merit and performance and must not be influenced by other factors such as, for example, ethnicity, geographical or social origin, religion, gender, sexual orientation, political and trade union opinions, age, nationality.

All communications to employees by Management and those responsible at the various levels must always be characterised by clarity, transparency, completeness and fairness.

Any form of harassment, intimidation or bullying must always be fought against with the utmost determination by everyone and in particular by head office or department managers. Inappropriate behaviour that is not promptly resolved must be reported to the Personnel Department and/or to Management and/or the Chairperson and/or the Board of Directors as a whole and/or one or more of its members.

The Company guarantees training occasions and opportunities to all employees and collaborators, who are in turn invited to commit themselves to enhancing their professional and operational skills, also by making proposals in this regard.

The involvement of employees and collaborators in the performance and planning of work is encouraged, also by envisaging moments of participation in discussions and decisions instrumental to the realisation of corporate objectives, and everyone is called upon to participate in such moments with a spirit of collaboration and independence of judgement.

Listening to various points of view, consistently with business needs, enables managers to make more articulate and informed final decisions. Collaborators and employees at all hierarchical levels must, in any case, always contribute to the realisation of projects and activities established at company level.

Employees and collaborators are all bound by the strictest confidentiality on any confidential information received, or of which they may have become aware, even casually, in the course of their work.

In view of the Company’s specific field of activity, the highest level of attention and understanding is required regarding the obligation to safeguard the confidential information of the Company itself, its clients and consultants.

To this end, in addition to the specific training imparted upon entry into the company, the Company periodically repeats further training sessions on the subject, also in light of changes in technology and/or the rules of the codes of ethics of the professional Associations of reference.

Similarly, in order to guarantee proper business operations, training sessions are periodically repeated on the rules for the protection of personal data and the correct use of IT means for all personnel, in order to avoid intrusions into company information systems.

All employees and collaborators must:

  • avoid situations or activities that conflict with the proper performance of their duties, that may lead to conflicts of interest with the Company or that may interfere with their ability to make impartial decisions in the best interests of the Company;
  • respect and safeguard the Company’s assets and prevent their fraudulent or improper use;
  • avoid any activity that might harm the interests, reputation and image of the Company;
  • comply with the operating rules and company regulations and, where appropriate, propose improvements and/or additions;
  • promptly report to their hierarchical superior and/or to the Management any error that they have made in their work activity or that has come to their knowledge or that has been accidentally discovered in any file, in order to try to prevent and contain its consequences;
  • Immediately report to their hierarchical superior and/or to the Management any dispute on the company’s (professional) work by customers or third parties.

5. External relations

The members of the corporate bodies, employees and collaborators of the Company must behave with the utmost fairness and integrity in all dealings with persons and entities outside the Company.

Professionalism, competence, fairness and courtesy are the guiding principles with which all addressees are required to comply in their relations with third parties.

It is essential that relations with all external parties be characterised:

  • full transparency, correctness and completeness of information;
  • compliance with the law and, first and foremost, with the provisions on offences against the Public Administration;
  • independence from all forms of conditioning, both external and internal.

The company rejects and opposes any form of corruption or bribery of natural persons and legal entities, whether public or private.

The Company therefore explicitly prohibits members of the Corporate Bodies, all employees, collaborators and consultants from any form of corruptive practice and specifically from promising and offering third parties directly or indirectly benefits in money or in any other form, in order to obtain an improper advantage, also prohibiting them from soliciting, requesting or accepting in turn money or other benefits.

Gifts, gratuities, hospitality, forms of entertainment or other similar benefits may only be promised, offered and accepted if related to work and limited to normal festive or celebratory occasions and circumstances and must in any case be of modest and purely symbolic value.

6. Corporate image

The Company considers it of fundamental importance to convey and safeguard the positive image of its structure, situation and competence.

The external communication and image of the Company, both through institutional communication and through the behaviour and communications of its employees and collaborators, must always correspond to the ethical principles expressed in this Code.

All employees and collaborators are therefore required to refrain from expressing concepts that are in conflict with the principles of this Code by means of individual language and conduct in the workplace or by means of statements through social media, in any way related to the Company.

7. Distribution of the Code of Ethics

The Company undertakes to distribute the contents of this Code to all Addressees and to ensure its internal and external dissemination.

The Company organises an appropriate introduction and explanation of the contents of the Code to all internal, present and future Addressees.

The Code is published on the corporate HR portal, on the corporate intranet and delivered/sent to all corporate bodies, all employees and collaborators, consultants, suppliers and, more generally, to all third parties who may act in the name of, on behalf of or on assignment by the Company and must be signed by all of them for acknowledgement and acceptance.

The Code is also published with appropriate prominence on the Company’s website, at least in Italian and English.

The task of supervising compliance with this Code lies with the Board of Directors, which shall take all necessary measures to ensure its full and complete application.

8. Reports and violations of the Code of Ethics

In order to ensure the effective application of the Code, the Company requires that all internal Addressees, in the event that they become aware of alleged violations of this Code or of behaviour that is not in line with the rules of conduct deriving from it, promptly inform their direct superior, or, in cases where the employee’s report to his/her superior is not effective or is embarrassing or inappropriate, refer the matter to the Board of Directors in its entirety and/or to one or more of its members.

The Board of Directors will promptly take note of the report, carry out the appropriate investigations, take any measures and decide on any reprimands and/or sanctions.

Whistleblowers will be guaranteed against any form of retaliation, discrimination or penalisation; the confidentiality of whistleblower’s identity will also be guaranteed, without prejudice to legal obligations and the protection of the rights of the Company or of persons accused wrongly and/or in bad faith.

The guidelines of the Code in any case take precedence over the instructions given by the internal hierarchical organisation.

The application of this Code is the personal responsibility of each employee and collaborator. No one, once informed, may invoke lack of knowledge of the Code, or compliance with contrary instructions from any hierarchical level, as justification for their behaviour.

Internal and external addressees who do not feel like openly reporting serious facts to bodies or persons within the Company may still use the Whistleblowing reporting channel, accessible to anyone from the front page of the website www.Bugnion.eu.

9. Disciplinary system

Compliance with this Code of Ethics is to be considered an essential part of the contractual obligations of employees pursuant to Art. 2104 of the (It.) Civil Code.

Violation of the provisions of the Code may constitute a breach of the obligations of the employment relationship and/or a disciplinary offence, with all legal consequences, including with regard to the preservation of the employment relationship, and may entail compensation for the damage caused.

Compliance with this Code of Ethics, likewise, must be considered an essential part of the contractual obligations undertaken by collaborators or persons in business relations with the Company.

Violation of the provisions of the Code may constitute a breach of contractual obligations undertaken, with all legal consequences with regard to the termination of the contract or assignment conferred, and compensation for any resulting damage.

Bugnion S.p.A. Code of Ethics version 1.2 of June 2024