TECNO BOX S.R.L.
CODE OF ETHICS UNDER D.LGS.231/2001
Fifth Version – July 2015
INDEX
1.Foreword
2.The Code of Ethics
3.Documentability of decisions and operations
4.Relations with Tecno Box S.r.l.’s stakeholders:
4.1.Public Administration, Public Employees
4.2.Customers
4.3.Suppliers
4.4.Agents and sales network
5.Use of corporate assets
6.Safeguarding corporate information
7.Confidentiality of business information
8.Use of technological resources
9.Business incentives, gifts and entertainment expenses
10.Work environment and safety
11.Respect for the environment
12.Disciplinary system and penalty mechanisms
13.Final Provisions
1.Foreword
The adoption of ethical principles relevant to the prevention of crimes under Legislative Decree 231/2001 is an essential element of the preventive control system.
The exposition of these principles is the task of this Code of Ethics, an official document of Tecno Box S.r.l. that contains the set of rights, duties and responsibilities of Tecno Box S.r.l. towards “stakeholders” (employees, suppliers, customers, Public Administration, shareholders, etc.). This Code is intended to recommend, promote or prohibit certain behaviors, beyond and independently of what is provided for at the regulatory level, and provides for an apparatus of sanctions proportionate to the seriousness of any violations committed.
The Code of Ethics is officially adopted by Tecno Box S.r.l. and forms an integral part of the documentation to be transmitted to customers (including prospects), suppliers and sales network at the time of the establishment of the relationship or. for existing relationships, at the first useful contact following the approval of the Code itself.
2.The Code of Ethics
Tecno Box S.r.l. has as an inescapable principle compliance with the laws and regulations in force in all the countries in which it operates.
Each employee of Tecno Box S.r.l. must be committed to compliance with the laws and regulations in force in all countries in which Tecno Box S.r.l. operates.
This commitment must also apply to consultants, suppliers and in general to anyone who has relations with Tecno Box S.r.l.. The latter will not initiate or continue any relationship with anyone who does not intend to align with this principle.
Employees must be aware of the laws and the consequent behaviors; every behavior and activity must safeguard the company’s honorability, reputation and image towards third parties ; Tecno Box S.r.l. must ensure an adequate training program and continuous awareness on issues pertaining to the code of ethics.
- Documentability of decisions and operations
Every operation and transaction must be properly recorded, authorized, traceable , verifiable, legitimate, consistent and congruous.
All actions and operations of Tecno Box S.r.l. must have an adequate record and it must be possible to verify the process of decision-making, authorization and performance.
For each operation there must be adequate documentary support in order to be able to proceed, at any time, to carry out controls that attest to the characteristics and reasons for the operation and identify who authorized, carried out, recorded, and verified the operation.
- Tecno Box S.r.l.’s relationships with stakeholders:
4.1.Public Administration, Public Employees
It is not permitted to offer money or gifts to Public Administration managers, officials or employees or their relatives, whether Italian or from other countries, unless they are gifts or utilities of modest value. It is prohibited to offer any object, service, benefit or favor of value in order to obtain more favorable treatment in connection with any relationship held with the Public Administration.
When any relationship with the Public Administration is under way, assigned personnel should not seek to improperly influence the decisions of the other party, including those of officials dealing with or making decisions, on behalf of the Public Administration.
If Tecno Box S.r.l. uses a consultant or a “third party” to be represented in its dealings with the Public Administration, provision should be made that the same directives that apply to the consultant and its staff or to the “third party” should be applied to the employees of Tecno Box S.r.l.
In dealing with the Public Administration, TECNOBOX shall apply full transparency and fairness.
Every relationship with the public administration must be based on transparency, loyalty and full fairness.
Anyone within the Company who becomes aware of possible corrupt behavior must promptly report it to the hierarchical superior or to the bodies that manage the Company or even to the Supervisory Board.
Similarly, any attempts at extortion or extortion by persons belonging to the Public Administration must be reported immediately.
Recipients must notify their hierarchical superior or the bodies that manage the company of any personal relationships with persons belonging to the Public Administration.
- the assumption of commitments with the Public Administration, including the Supervisory Authorities, is reserved exclusively to the management body or, if necessary, to the corporate functions in charge and authorized;
- it is not permitted for any person working for the Company, either directly or indirectly, or through an intermediary, to receive, offer or promise money, gifts or compensation, in any form whatsoever, nor to exert unlawful pressure, nor to promise any object, service, performance or favor to executives, officials and employees of the Public Administration, or to persons in charge of public service and their relatives or cohabitants, for the purpose of inducing them to perform an act that is in accordance with or contrary to their official duties
- Should any of the Recipients receive explicit or implicit requests for benefits of any kind from Public Administration officials, they shall immediately suspend any relationship with them;
- the Recipients are required to strictly refrain from exhibiting false and/or altered documents to the Public Administration, or subtracting and/or omitting the exhibition, if due, of documents, information or data of any kind or from conduct tending to mislead the Public Administration or from unduly procuring any kind of profit by means that can be qualified as artifice or deception it is forbidden to receive contributions, financing or any disbursement of money from the Public Administration through the presentation of false or misleading documents or through the omission of relevant and due information;
- It is not permitted to use or submit statements and documents attesting to untrue facts and information, or to omit information in order to obtain, for one’s own benefit or in one’s own interest, contributions, financing or other disbursements granted, for any reason, by the State, a Public Entity or the European Union;
- it is expressly forbidden to use contributions, financing or other disbursements, however denominated, granted to TECNOBOX by the State, a Public Entity or the European Community for purposes other than those for which they were allocated.
In addition, Tecno Box S.r.l. shall not be represented in dealings with the Public Administration by a consultant or “third party” when conflicts of interest may arise.
Any violations (actual or potential) committed by Tecno Box S.r.l. or third parties should be promptly reported to the appropriate internal functions.
Tecno Box S.r.l. may contribute to the funding of political parties, committees, public organizations or political candidates as long as it complies with current regulations.
4.2. Bribery among private individuals
The crime of bribery among private individuals finds its regulation within the amended Art. 2635 of the Civil Code (formerly titled “Infidelity as a result of money or promise of benefits”), under which the entity may be held liable for the purposes of Legislation 231 in the event that a top executive or subordinate has given or promised money or other benefits to directors, auditors, managers in charge of drafting accounting documents, liquidators or employees of another entity so that they would carry out or omit acts inherent to their office, causing harm to their company.
For the purposes of the applicability of Legislative Decree 231/2001, TECNOBOX will be liable for the crime only if it acts as a corrupting party and not also as a corrupt party.
4.3. Undue inducement to give or promise benefits
With reference, on the other hand, to the crime of undue inducement to give or promise benefits, governed by Article 319-quater of the Criminal Code, the legislature intended to punish the public official or public service appointee who, abusing his or her position or powers, induces someone to give or promise unduly, to him or a third party, money or other benefits.
4.2.Customers
The activities of Tecno Box S.r.l. are oriented towards respecting the customer and satisfying the customer’s requests with a view to achieving and verifying the balance between expected and perceived quality. The customer is constantly updated on compliance with the principles set out in this Code through transmission of the same and inclusion of references within the documentation normally used. A copy of this Code is published at www.tecnobox.net.
Where the counterparty is a public (including economic) entity, the principles in Section 4.1 apply.
4.3. Suppliers
Suppliers are made aware of the principles set forth in this Code, including through communication of the same, and declare that they comply with these principles through acceptance of specific contractual clauses or written declaration in a stand-alone document.
4.4. Agents and sales network
The principles in 4.1, 4.2, 4.3 apply as applicable.
5.Use of corporate assets
Prudent and responsible use of assets is required.
The employee and collaborator shall ensure the proper use of company property, seeing to it that it is used for just purposes by duly authorized persons.
In accordance with current regulations, employees and collaborators have the responsibility to protect the corporate assets and any other property, tangible or intangible, of Tecno Box S.r.l. from unauthorized use, abuse of trust, damage or loss resulting from inexperience, negligence or malice.
- Safeguarding corporate information
The Companies’ information must be accessible only to authorized persons and must be protected from undue disclosure.
Only those persons expressly authorized by Tecno Box S.r.l. may have access to the internal information of the Companies themselves, whether on paper or on magnetic, electronic or optical media, which may be used only for the purposes and for the periods specified in the relevant authorizations.
Unique authentication credentials are equivalent to the signature of employees and contractors, can be known only to their respective holders, and cannot be disclosed to third parties.
Employees and collaborators will be directly responsible for taking all necessary measures to preserve the information of Tecno Box S.r.l. at their disposal, from risks of damage or loss and must provide for their safekeeping, in accordance with current privacy regulations .
- Confidentiality of business information
Information from Tecno Box S.r.l. must be treated confidentially and communicated or disseminated in accordance with applicable regulations.
Employees and collaborators must safeguard the confidential nature of information to which they have had access in the performance of their work activities, even if such information is not specifically classified as confidential and does not specifically concern Tecno Box S.r.l., but customers, competitors, suppliers, markets and public bodies, connected with its activities.
Failure to comply with the obligation of confidentiality will constitute a serious breach if it implies the disclosure or if it provides an opportunity for disclosure of confidential information relating to the decisions , activities and development and research of new products and processing of Tecno Box S.r.l. . The information shall be kept confidential in accordance with applicable regulations until it becomes public knowledge.
- Use of technological resources
Hardware and software resources are to be used only for business purposes or other uses
expressly authorized. The use of unlicensed software is strictly prohibited.
Employees and collaborators may not use technological equipment, systems and devices for purposes other than those expressly authorized by Tecno Box S.r.l.
The use of software programs that do not conform to official company standards is not allowed unless authorized in writing by the relevant technical departments.
Employees and collaborators shall refrain from introducing illegal copies of software into the computer system of Tecno Box S.r.l.. In addition :
- (a) browsing sites not related to Tecno Box topics is not allowed;
- (b) participation in “forums”, use of chat lines, or similar is not allowed
- (c) the storage of computer documents of an outrageous and/or discriminatory nature is not permitted
- (a) No messages (internal and external) of an outrageous and/or discriminatory nature may be sent or stored ;
- b) any communication (internal and external), sent or received, or containing commitments to the Company, must be made in accordance with existing company procedures.
- (c) The use of the company e-mail address for participation in discussions, forums or mailing lists is not permitted, unless otherwise explicitly authorized.
Employees and collaborators working with technological resources must be informed about restrictions on use and must operate in such a way that they do not violate licenses for use or perform acts that result in liability to Tecno Box S.r.l.
Technological resources must be used in accordance with current regulations and in accordance with the procedural and operational rules established by Tecno Box S.r.l., with particular attention to the predicate offenses that can be committed through the use of IT resources
- Business incentives, gifts and entertainment expenses
Business incentives free gifts and entertainment expenses must be compatible with current regulations and market practices.
Any business incentive must be in line with common market practices, must not exceed allowable value limits, and must have been approved and registered in accordance with internal rules.
Relations with clients, public and private, are marked by a sense of responsibility, commercial fairness and a spirit of cooperation.
Gifts and acts of courtesy and hospitality to public officials and public employees are permitted when they are of modest value and in any case such that they do not compromise the integrity or reputation of either party and cannot be interpreted by an impartial observer as aimed at acquiring improper advantages. In any case, this type of expenditure must be authorized by the persons specified in the procedure and documented appropriately.
No productivity goals should be set that are patently impossible or difficult to achieve, and the related incentives and rewards should be formalized and properly documented.
- Work environment and safety
The following principles assume essential value and define the priority objectives of the third drafting of the Code of Ethics, in line with the company’s long-standing policies and with renewed impetus in light of the focus placed by Legislative Decree 231/2001 following recent reforms , both in terms of health and safety .
Tecno Box S.r.l. prohibits arbitrary discrimination in the treatment of employees or collaborators.
All employees may aspire to be hired and employees to be considered for a new position solely on the basis of business needs and merit criteria, without arbitrary discrimination.
All employees and collaborators at all levels should work together to maintain an atmosphere of mutual respect in the face of personal differences.
Tecno Box S.r.l. promotes a respectful, healthy and safe work environment.
In compliance with the regulatory framework of each state and guidelines aimed at making the work environment healthy and safe, alcohol abuse, drug use, sexual harassment and discriminatory actions of any kind will not be tolerated. In particular, the mental and physical health of all employees of any level within Tecno Box S.r.l. is protected and promoted .
In this regard, it condemns unethical behavior and in particular any behavior that exercised on employees and collaborators of the companies, may cause harm to health.
The organization of work, as a fundamental element of the work environment, will therefore be aimed at avoiding any situation of organizational constrictiveness and/or psychological violence, in accordance with current regulations.
These indications take on particular prescriptive value in relation to compliance with workplace hygiene and safety regulations: all personnel, even if they do not hold operational and decision-making roles in relation to such fulfillments, have the right to be informed and trained on company policies and have the duty to refrain from any behavior that could endanger their own and third parties’ health and safety.
All persons must,also,report deficiencies in means,devices and machinery as well as any other dangerous conditions of which they become aware,taking direct action in an emergency,within the scope of their competence and possibilities,to eliminate or reduce such deficiencies or dangers.
TECNOBOX fully adopts Legislative Decree 109/12, effective August 9, 2012, a new offense has been introduced to the list of crimes in Legislative Decree 231/01.
The decree in fact added Article 25 duodecies to Legislative Decree 231 / 01 introducing penalties for those who employ foreign workers whose residence permit is found to be irregular cf. Legislative Decree 286/98 ( Immigration TU ).
The aforementioned Article 22(12) of Legislative Decree 286/98 states that: “An employer who employs foreign workers without the residence permit provided for in this article, or whose permit has expired and whose renewal, revocation or cancellation has not been requested, within the terms of the law, shall be punished by imprisonment from six months to three years and a fine of 5,000 euros for each worker employed.”
The rule introduces aggravating factors, to which the liability under Legislative Decree 231/01 is extended, which apply to employers who fall into one of the following conducts:
employ more than 3 undocumented workers;
employ child workers of non-working age;
employ workers who are subjected to special conditions of labor exploitation.
- Respect for the environment
The following principles, although not strictly functional to the adoption of the model under Legislative Decree 231/2001, must form the assets of an entity that pays attention to so-called corporate social responsibility and therefore form part of the Code of Ethics.
Tecno Box S.r.l., sensitive to the issues of sustainable development, considers among its primary objectives the commitment to research and improvement of production processes in the utmost respect for environmental requirements. Tecno Box S.r.l. verifies the results of its commitment through the achievement and maintenance of certifications related to the management of Quality, Environment and Safety. With this directive, photovoltaic systems have been built that cover the company’s energy needs with zero emissions.
- Disciplinary system and penalty mechanisms
A penalty system is planned to be activated.
A qualifying point in the construction of the model of organization and control is the provision of an adequate system of sanctions for the violation of the rules of the code of ethics, as well as the procedures provided by the model. Such violations in fact harm the relationship of trust established with Tecno Box S.r.l. and must consequently result in disciplinary action, regardless of the possible establishment of criminal proceedings in cases where the behavior constitutes a crime.
Pursuant to Article 2105 of the Civil Code, all Employees are prohibited from engaging in activities that may be, even potentially and/or indirectly, in competition with those of the Company.
Therefore, the sanctions provided for in the applicable CCNLs may be imposed, irrespective of the establishment of criminal proceedings and for the offenses provided for in this Code and in the Company Regulations, in compliance with the
procedures provided for in Article 7 of the Workers’ Statute and/or special regulations, where applicable, characterized not only by the principle of typicality of violations, but also by the principle of typicality of sanctions.
- Final Provisions
The Code of Ethics is approved by the Shareholders’ Meeting on June 6, 2013 . Any amendments to the same must be approved in the same manner as this act.
