1. Background

The Board of Directors of BUGNION S.p.A. (hereinafter also referred to as “the Company” or “The Corporate”) has adopted this Code of Ethics (hereinafter also referred to as “the Code”) to identify, define and clarify the ethical and civil values inspiring its activities and the commitment it undertakes vis-à-vis both its internal and external stakeholders.

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

2. Recipients

The recipients of the Code rules are, indiscriminately and without exception, the organisation bodies and business units, including informal ones, operating within and outside the Company as well as, individually, managers, employees, external collaborators and independent contractors, even if occasional, consultants, suppliers, service providers and anyone else entering into a contractual relationship with the Company, who must be aware of the provisions set forth by this Code and whose conduct must adhere to those very provisions.

To the aim of setting the company’s goals, proposing investments, carrying out projects and in relation to any decision or action pertaining to the company’s management, the members of the Board of Directors must abide by the principles of this Code.

Furthermore, all the recipients must be aware of and comply with the Code of Conduct applying to their profession to the extent applicable to their actions.

3. General principles

The Company’s fundamental principle resides in the observance of the laws and regulations in force in the countries it entertains relations with.

It explicitly refers to the values and principles set forth in the Italian Constitution and agrees to undertake, in its own sphere, all actions necessary to remove the causes preventing such principles from being applied or applicable.

It is committed to ensuring a stimulating work environment free from any form of discrimination or harassment, and it promotes diversity and inclusion among its collaborators, in the conviction that cooperation among people with different cultures, skills, opinions and experiences be a paramount driver of corporate and social growth and innovation.

It acknowledges the importance of ethical-social responsibility in running business activities and is committed to respecting the legitimate interests of its stakeholders and the collectivity it works in.

It acknowledges the strategic importance of professional continuing education and training of all its collaborators as a tool for personal growth and strives to ensure the qualitative standards of the services provided and rendered to the market.

As a provider of low-environmental impact professional services, it is commited, within the limits of its possibilities, to reducing the environmental impact of its offices and equipment as well as the environmental impact deriving from the commuting/ journeys of its staff and collaborators.

Environment-friendliness and products recycling are paramount criteria underlying the selection of suppliers and products.

With the aid of pro bono professional activities performed by its employees and collaborators and/or donations, incentives, discounts and other forms of support, it champions: NPOs, Associations, foundations and research, social and healthcare or cultural and sport events.

In promoting its development, the Company:

  • pursues excellence of service provision, professional skills as well as the engagement of its employees and collaborators;
  • is committed to promoting the on-going improvement of corporate services and processes aimed to fulfil client’s needs and satisfaction as well as to the protection, expertise, awareness and skillfulness of the workforce;
  • acknowledges human resources as the foremost, irreplaceable asset beneath its success and in managing work and collaboration relationships, it draws inspiration from fully respecting the worker’ rights while promoting their enhancement and professional development and refraining from any discriminatory behaviours;
  • is committed to disseminating and reinforcing the culture of safety, by promoting the awareness of risks and requiring responsible behaviours of all employees, collaborators and suppliers;
  • ensures a comfortable, safe, healthy working environment to all its employees and collaborators;
  • also provides education, technical resources and organizational systems enabling all of its employees, in keeping with their role and function, to work from remote too;
  • neither abides by nor approves of conduct acting against the law;
  • strives to avoid, always and anyway, situations that may give rise to conflicts of interest;
  • ensures total confidentiality of the information it has access to;
  • prohibits to all its employees and collaborators to accept, offer or promise, even indirectly, money or benefits, other than due, in the relationship with public officials, public service representatives, in addition to clients, prospects and suppliers.

4. Functions of the Code

The present Code is assigned:

  • A legitimation function: the Code sets forth the Company’s obligations and responsibilities vis-à-vis the stakeholders;
  • A cognitive function: by stating principles and rules of conduct, the Code allows to recognize non-ethical behaviours and to identify the right procedures for the performance of duties, responsibilities and powers individually and collectively assigned;
  • A preventive function: the Code codifies the ethical principles of reference and the key rules of conduct everybody has to abide by and states the Company’s serious, tangible commitment to vouch for the lawfulness and ethical standards of its activities also resolved to prevent wrongdoing;
  • An incentive function: by prescribing the observance of rules and principles, the Code contributes to developing and sharing an ethical conscience, strengthens corporate cohesion and reinforces the image of the Company, its collaborators and executives as well as boosts the stakeholders’ trust.

5. Internal relationships

The Company protects and promotes the value of its human resources; accordingly, the relationships with anyone working in the Company, irrespective of role and function, are endorsed and regulated according to the law. In no case shall a form of irregular employment or advisory relationship be allowed.

Indiscriminately, all executives, managers, employees, collaborators, trainees and interns are bound to respect their colleagues, irrespective of employment or hierarchy level, refrain from attitudes or language that may cause offense to other people’s dignity and sensitivity.

Everybody must collaborate to create a business climate where, in the context of mutual trust, everyone feels accepted and encouraged to reach their own and the company’s goals.

Anyone occupying a role of responsibility must create and promote a working environment where values like respect, collaboration, diversity and inclusion are proactively pursued.

Any decision regarding the staff among which, by way of example, the search, recruitment, employment, training, assessment and professional development and salary growth must be grounded on meritocracy and performance and be influenced by no factors such as ethnicity, origin or social standing, religion, gender, sexual orientation, political and trade union views, age, nationality, etc.

Any communication from the Management and managers targeting the collaborators must always be inspired by clarity, transparency, completeness and correctness.

Everyone, and first and foremost heads of office or post, must fight any type of harassment, intimidation or mobbing with the utmost determination. Any untoward attitude, when not readily discouraged, must be reported to the HR Department and/or Management and/or Chairman and/or Board of Directors and/or one or more of its members.

The Company guarantees training occasions and opportunities to all the employees and collaborators who, in turn, are encouraged to commit themselves to enhancing their professional and operating skills, also by showing a proactive attitude.

Employees and collaborators are encouraged to actively plan and partake of work, also by saving moments for discussion and decisions keyed to attain the corporate goals. Everyone is encouraged to share these moments driven by a spirit of collaboration and independent judgment.  

Depending on the company’s needstates, listening to different points of views allows the managers to make consistent, informed decisions. Irrespective of their place in hierarchy, employees and collaborators must always contribute to the accomplishment of the company’s goals and activities.

Employees and collaborators must strictly comply with the confidentiality of the information they have either received or become aware of incidentally in the framework of the working sphere.

Reckoning with the Company’s specific business scope and industry, it is required to pay utmost attention to and show understanding of the obligation to protect confidential information relating to the Company, its clients and consultants.

To this aim, besides the training imparted to human resources at the time of joining, the Company regularly stages further training events relating to this topic, also following the evolution of technology and/or the rules of the code of conduct applying to the professional associations.

Likewise, with a mind to ensuring proper business operations, all the personnel are regularly imparted training moments dealing with personal data protection regulations and the correct usage of electronic means for the prevention of intrusion of corporate information systems.

All the employees and collaborators must:

  • shun situations or activities in contrast with the proper fulfilment of their duties which may lead to conflicts of interest with the Company or interfere with unbiassed decision-making capabilities in the Company’s best interest;
  • respect and protect the Company’s assets as well as prevent fraudulent or improper usage;
  • avoid any activity that may harm the Company’s interests, reputation and image;
  • respect the operational standards and company regulations and, if deemed necessary, suggest improvements and/or integrations;
  • promptly report to the immediate superior and/or Management any error either made in the performance of one’s work or learnt or incidentally brought to light in the framework of any practice with a view to preventing or limiting consequences;
  • report to the immediate superior and/or Management any complaint from clients or third parties concerning the company’s actions, professional too.

6. External relations

The Company’s members of the social bodies, employees and collaborators must be strictly observant of utmost fairness and integrity across all the relations entertained with people and Bodies external to the Company.

Professionalism, competence, fairness and kindness are the inspiring principles the Recipients must abide by in their relations with third parties. 

It is paramount that the relations entertained with any external subject be characterised by:

  • transparency, fairness and full disclosure.
  • observance of the law and, firstly, of the provisions on criminal offenses to the Public Administration;
  • independence from any type of conditioning, be it internal or external.

The company rejects and fights any form of corruption or bribery to the detriment of natural and juridical persons, be they public or private.

Accordingly, the Company prohibits to the members of the Corporate Bodies, employees, collaborators and consultants to perform any form of corrupt business practice and, in the case in point, to promise and offer, directly or indirectly, benefits expressed in monetary terms or whatsoever to third parties with a mind to obtaining undue advantage and also prohibits to solicit, demand or accept money or any other benefits.

Gifts, incentives, hospitality, forms of entertainment or similar benefits may be promised, offered and accepted exclusively on condition they are connected to the working activity and limited to standard occasions and festive, celebratory circumstances and must be of low and merely symbolic value.

7. Corporate Image

The Company attaches paramount importance to protecting and conveying the positive image of its organisation and expertise.

The communication and external image of the Company must always meet the ethical principles set forth in this Code through institutional communication as well as its employees’ conduct and communication.

Accordingly, employees and collaborators are not allowed to express concepts deemed to be in contrast with the principles of this Code through individual language and behaviours in the working environment or in the social media anyway attributable to the Company.

8. Disclosure of the Code of Ethics

The Company undertakes to disclose the content of this Code to all the Recipients and to ensure disclosure both inside and outside the Company.

The Company undertakes to adequately introduce and explain the content of the Code to both present and future internal Recipients.

The Code is published in the company’s HR portal, intranet and forwarded to/shared with the social bodies, employees, independent contractors, consultants, suppliers and, overall, third-parties who may act in the name of, on behalf of or with an instruction from the Company and must be signed for acknowledgment and acceptance.

The Code is published and given standout also in the Company’s website in Italian and English.

The Board of Directors is responsible for compliance with the Code and is committed to taking all the necessary measures to ensure its thorough application.

9. Reporting and breaches of the Code of Ethics

To the aim of ensuring effective application of the Code, the Company requires the internal Recipients who may find out about alleged breaches of this Code or conduct contrary to the rules of conduct therein set forth to promptly inform their immediate superior or in the event reporting the employee to their superior proves ineffective, awkward or untoward, they must apply to the Board of Directors and/or to one or more of its members.

The Board of Directors shall immediately acknowledge reporting, conduct prompt and thorough investigations, take measures if deemed necessary and decide on reprimands and/or penalties.

The reporting subjects shall be protected from any form of retaliation, discrimination or penalisation; furthermore, the identity of the reporting subject shall remain anonymous unless otherwise provided for by the law; likewise the rights of the Company or the people accused unduly and/or in bad faith shall be equally protected.

The guidelines of the Code shall prevail over the instructions imparted by the organizations’ internal hierarchy.

Every employee and collaborator is personally accountable for the application of this Code. After being informed, they will not be allowed to justify their conduct by appealing to lack of knowledge of the Code or to have adhered to contrary instructions imparted at any hierarchy level.

10. Disciplinary procedures

Compliance with this Code of Ethics must be understood as an integral part of the employees’ contractual obligations in accordance with and pursuant to art. 2104 of the Civil Code.

The violation of the rules of the Code may constitute an infringement of the obligations of the employment relationship and/or disciplinary offense entailing all the consequences provided for by the law, even concerning termination of the contract and may involve compensation for damage.

Likewise, compliance with this Code of Ethics is an essential and integral part of the contractual obligations of non-subordinate staff or subjects entertaining a business relationship with the Company.

The violation of the rules of the Code may constitute infringement of the contractual obligations entailing all the consequences provided for by the law, even concerning termination of the contract and may involve compensation for damage.

Code of Ethics of Bugnion S.p.A, Version 1.1. of March 2021