CODE OF ETHICS

1. FOREWORD

This document, called Code of Ethics (hereinafter, also “Code”), contains the ethical principles and general rules that, like legal and mandatory ones, characterise the activities and company organisation of Communication Group S.r.l.
These principles and rules must be complied with by directors, employees, associates and by everyone acting on behalf of the Company as well as everyone operating or dealing with it.

 

2. SCOPE AND RECIPIENTSI

The provisions of this Code of Ethics are binding for the Board of Directors and the statutory auditors (if appointed), for all people employed by the Company and for all the people dealing with them, in any capacity and even temporarily. These subjects are identified as the “Recipients” of the Code of Ethics

 

3. GENERAL PRINCIPLES

 

Compliance with legal provisions

The Company, its employees and all employees and consultants must comply with all the laws and regulations in every Country or setting they operate in. No Company objective may be pursued or achieved in breach of the laws.
Any breach of legal provisions that might lead to the risk of implicating the Company must be immediately discontinued and notified to the corporate and supervisory body responsible.

Honesty and fairness

All subjects operating within the Company and, in general, all its associates, are required to diligently abide by the laws in force and this Code of Ethics as well as to base one’s behaviour on the principles of fairness, transparency and professionalism. In no case may the pursuit of the Company-s interest or advantage justify dishonest or unfair conduct.

Impartiality

In internal relations and with all the stakeholders who interact with its activities, the Company operates fully respecting each one’s personal characteristics, promoting and rewarding integrity and the sense of responsibility, respecting diversity and rejecting any possible discrimination of any kind.

Potential conflict of interests

Any situation or activity that might lead to conflicts of interest or conditioning unrelated to the interest of the Company must be avoided.
The existence of any situations of conflict of interest, even potential, must be reported to the hierarchical superior and managed according to the Company’s procedure. Reporting is required even in doubtful cases.
By way of non limiting example, the following situations are considered as conflict of interest:
– the exploitation of one’s position for furthering one’s own interests or those of third parties in conflict with those of the Company;
– the use of information acquired while performing work activities to one’s own advantage or to the advantage of third parties;
– having financial holdings, joint investments or interests with suppliers, customers or competitors;
– holding posts or offices of any kind (Director, Statutory Auditor, Auditor, consultant) with suppliers, customers, competitors.
In case of doubt or inability to solve the conflict of interest the operation must be discontinued.

Confidentiality

The Company assures to its customers and all stakeholders in general, the confidentiality of all information in its possession and prohibits all its associates (internal and external) from using said information for purposes not related to their professional activity and/or unduly disclose confidential information.

Respect for human resources

Respect for inviolable human rights is essential. That is why the Company promotes and defends these rights under any circumstance and rejects any discrimination founded on gender, ethnicity, language, religious and political beliefs and on social and personal conditions. The Company upholds the principles laid down in the Universal Declaration of Human Rights, in the UN Convention on the Rights of the Child and Adolescent and the International Labour Organisation, as well as the European Convention for the Protection of Human Rights and fundamental freedoms.
When disseminating to the public information and news, the Recipients must act in respect of human rights and ensure the necessary protection of minors. Fri Communication Srl encourages and promotes equal opportunities between men and women.
Therefore, all Recipients shall contribute to the creation of a workplace that promotes the achievement of business objectives through:
• the selection and assessment of personnel, which is carried out on the basis of objective criteria founded on the consistency of the professional profiles and skills of the candidates with the company’s needs and while respecting the candidates’ equal opportunities;
• recruitment of personnel in compliance with the contract categories set forth by the regulations and the applicable national collective labour agreements;
• promotion of a culture of health and safety in the workplace, as well as full compliance with the applicable regulations and with the highest standards of reference and prevention and protection measures;
• putting in place a remuneration system defined on the basis of the role of employees and the skills and responsibilities it requires, as well as continuous and systematic comparison with the external target market;
• compliance with the rights set forth by the Universal Declaration of Human Rights, together with the refusal to exploit child labour and the full protection of workers’ rights, trade union freedoms and association rights;
• development of each employee’s skills and abilities;
• adoption of criteria based on merit, competence or however of a professional kind;
• respect for everyone’s personality, mental-physical integrity, sensitivity and dignity, without any bias, discrimination or however harmful attitude.

Health and safety

The Company undertakes to disseminate and consolidate a culture of safety by increasing the awareness of risks, promoting responsible behaviours by all employees. It also strives to preserve, especially with preventive actions, the workers’ health and safety, as well as the interests of other stakeholders.
The goal of Fri Communication Group Srl is to protect its human and financial resources and assets, constantly seeking the required synergies not only within the Company, but also with suppliers, customers and all subjects involved in its activities.
To this end, the Company puts in place technical and organisational measures, through:
the introduction of an integrated risk and safety management system;
continuous analysis of the risk and criticalities of the processes and resources to be protected;
the implementation of the best technologies;
monitoring and upgrading work methods;
implementing training and communication.

Transparency and completeness of information

The Recipients of this Code are required to provide complete, transparent, understandable, accurate and truthful information, so that, in setting up relations with the company, the stakeholders are able to make autonomous and informed decisions based on the interests involved, the alternatives and relevant consequences.

Competition

Fri Communication Group Srl acknowledges that fair and free competition is a decisive factor for growth and constant improvement for the company.

 

4. CRITERIA FOR CONDUCT

 

GENERAL RULES

 

Procedures and assignments of powers

The Company’s system of proxies and powers must be characterised by elements of “security” for the purpose of crime prevention (i.e. traceability of sensitive operations) while, at the same time, assuring efficient management of the business. Only persons who have the appropriate powers may commit the Company with other entities. Each assignment of powers with internal validity defines the person’s powers in a specific and unequivocal way, specifying their limitations, as well as the subject (body or individual) to whom the person reports hierarchically.

 

Gifts and gratuities

No form of gift is admitted that may even only be seen as exceeding normal commercial practices or courtesy, or however intended to obtain preferential treatment in the conduct of any activity connected to the Company. Specifically, it is forbidden to give any kind of gift to public or private officers, either Italian or foreign, that may lead to securing any advantage for the Company.
In any case, the Company refrains from practices not permitted by law, commercial custom or ethical codes – if known – of the companies or entities which it deals with.
The gifts offered – unless their nature and value is not detrimental to the Company’s image and cannot be seen as aimed at obtaining preferential treatment – must be adequately documented to enable any checks and authorised by those responsible.
The Recipients must not accept or seek to obtain from commercial partners and consultants any gifts and benefits of any kind, unless they are consistent with the social customs or corporate practice and provided their value is low, and however they are not detrimental to the integrity and reputation of either party and do not influence the Recipient’s independent judgement
Should the Recipients receive gifts or benefits that do not fall under the permitted cases, they are required, according to the established procedures, to inform the Company, which will assess their appropriateness.

 

Use of Fri Communication Group Srl resources

Each Recipient is responsible for the protection and preservation of the company resources entrusted to them to carry out their duties, as well as for using them in a manner that is appropriate and conforming to the company’s objectives and procedures governing their use.
In particular, each Recipient must: work diligently when using the corporate resources entrusted to them; avoid misuse of company resources that may be the cause of offences, damage or reduced efficiency, or in any case counter to the interest of the company; obtain the necessary authorisations in the event of using the resource outside the company; strictly comply with the company procedures that govern its use and the applicable regulatory framework, particularly that relating to software or, in general, the protection of intellectual property; to use the resources based on the highest levels of safety, dignity and respect for the sensitivity of others.

 

Environmental protection

Fri Communication Group Srl considers the environment a primary asset. In this connection, also in view of the rights of future generations, the Company undertakes to disseminate and consolidate an environmental culture by planning its activities so that they are performed according to the right balance of entrepreneurial freedom and the current inescapable environmental needs.
Furthermore, in order to raise the awareness of all Recipients with regard to environmental and public safety issues, the Company arranges appropriate and constant training and information initiatives.
Finally, with a view to respecting the environment and safeguarding public safety, the Company strives to adopt all the necessary measures for continuous improvement of processes and for reducing potential environmental risks to the minimum.
The Company works in this connection also by raising awareness and constantly involving all its stakeholders: suppliers, partners. consultants and customers.

 

RULES OF CONDUCT IN DEALINGS WITH PUBLIC INSTITUTIONS AND PUBLIC OFFICERS

 

Fri Communication Group Srl strives to maintain a reliable financial-accounting system in order to prepare and publish accurate and comprehensive financial statements to provide a clear, truthful and fair picture of operations.
Accounting information must be based in principles of transparency, that is to say, truthfulness and completeness of the basic information and subsequent records.
Furthermore, the Company strives to set up and use suitable instruments to identify, prevent and manage risks of any kind, fraud and misbehaviour.

The Recipients are required to cooperate so that operations are fully and faithfully set out in the accounts.
Adequate supporting documentation is stored for every operation, aimed at assuring:
– straightforward checks and accounting reconstruction;
– accurate reconstruction of the operation;
– identification of the various levels of responsibility.
Each operation must reflect the evidence of the supporting documents.
Accounting records, financial and accounting information cannot be sent or disclosed to third parties without authorisation by the competent manager.

 

RULES OF CONDUCT IN DEALINGS WITH POLITICAL ORGANISATIONS AND TRADE UNIONS

 

In trade relations of any kind, Fri Communication Group Srl is guided by principles of loyalty, fairness, transparency and openness to the market. The employees and associates whose activities, even factually, are connected to the Company in any way must adhere to ethical and legal rules of conduct in dealings in the Company’s interest.
The Company requires all its business partners (customers, suppliers of goods and services etc.) to comply with the ethical principles set out in this Code of Ethics.
All supply contracts refer to the rules contained in the Code of Ethics which the Supplier must expressly and formally accept, under pain of voiding the agreement.
Suppliers are required to abide by the rule of law and the rules of this Code in their conduct. Failure to comply with the Code of Ethics and the rule of law by the Supplier result in immediately terminating the contract unilaterally.
The Company does not deal with subjects (either natural or legal persons) who are known or alleged to belong to or carry out any form of supporting activities aiding criminal organisations of any kind.

 

The selection of counterparts in transactions

In selecting the counterparts in transactions, the Recipients, according to their role and responsibilities, must apply objective and documented criteria, seeking the highest competitive advantage for the Company, based on the quality and price of the product or service, as well as the warranty or assistance, with no discrimination between any competing alternatives and offers.
The Recipients are forbidden from aiding or abetting, albeit indirectly, dishonest or potentially unlawful conduct by the commercial partners and consultants.
The Recipients must not accept or seek to obtain from commercial partners and consultants any gifts and benefits of any kind, unless they are consistent with the social customs or corporate practice and provided their value is low, and however they are not detrimental to the integrity and reputation of either party and do not influence the Recipient’s independent judgement.
According to their role and responsibilities, the Recipients ensure the commercial partners and consultants operate in compliance with applicable regulations and, more generally, with the principles of safeguarding people, health and safety in the workplace and protecting the environment. Furthermore, the Recipients cooperate with the company managers in charge of ascertaining the commitment by consultants, suppliers and partners to comply with the applicable regulations and this Code of Ethics.
In commercial transactions it is required and mandatory, also in compliance with specific protocols, special consideration when receiving and paying sums of money, assets or other benefits.

 

RULES OF CONDUCT IN DEALINGS WITH PUBLIC INSTITUTIONS AND PUBLIC OFFICERS

 

The Company, Corporate Bodies, Directors, and all employees, consultants and associates, agents, representatives and general third parties who act on behalf of Fri Communication Group Srl in dealings with the Public Administration, are guided by and adapt their conduct to compliance with the principles of lawfulness, fairness and transparency. The persons who are assigned duties of representation with the Public Administration, foreign officers or officers belonging to international organisation, must also assess, in the event of any issues arising in administrative proceedings, the need to resort to the protections provided for unlawful conduct of the Public Administration, thus contributing to the protection of impartiality and good performance that the Public Administration itself is bound to. Contacts with the Italian, EU or foreign Public Administration are limited to those who are formally appointed by the Company by means of a suitable assignment letter, mandate and/or assignment of powers, general or special, to negotiate or to liaise with these administrations, public officials, bodies, organisations and/or institutions. Said deeds of appointment must indicate the content and limitations of the powers granted.
Fri Communication Group Srl condemns any behaviour, put in place by anyone on its behalf, consisting in giving, offering or promising, directly or indirectly, money or other benefits to Italian or foreign Public Officials and/or Public Service Officers, even if this might result in an interest or advantage for the Company.
Gifts and acts of kindness are permitted (within the meaning set out in this Code of Ethics with reference to the general criteria of conduct) only if limited in value and however not undermining the integrity and reputation of the parties and which cannot be seen as aimed at unfairly obtaining advantages for oneself or for others.
The employees or associates who receive offers for benefits by public officers must immediately report it to their superior or to the company’s supervisory body (if they are employees) or to their contact person at the company (if third parties).

 

RULES OF CONDUCT IN DEALINGS WITH POLITICAL ORGANISATIONS AND TRADE UNIONS

In its dealings with Trade Organisations Fri Communication Group Srl is guided by a sense of responsibility and constructiveness, promoting a climate of mutual trust and dialogue, in the continuous search for profitable industrial relations.
Any payments made to the aforementioned entities must be conforming and consistent with the laws in force and must be accurately recorded in the accounting records.

 

V. METHODS FOR IMPLEMENTING THE CODE OF ETHICS

 

Communication

All corporate bodies, Company employees, consultants and associates, agents, representatives and any other third party connected to the Company by qualified relationships and anyone who may act on behalf of the Company also in dealings with the Italian or foreign Public Administration are made aware of this Code. All the aforementioned subjects are required to learn its contents and comply with its rules.
Obligations of vigilance and information
All the Company’s employees and associates are required to report promptly and confidentially to their superiors or contact persons (if third parties) – and, if required, to the corporate supervisory body – any information they might have learnt while performing the duties assigned to them on breaches of legal or corporate rules and the rules laid down by this Code of Ethics that might, in any manner, involve the Company.
Employees may report to their superiors, in writing and non anonymously, any information on breaches of the aforementioned rules.
The operative managers of the departments are required to supervise their staff’s work, in order to prevent and terminate any breaches to the rules, reporting to the board of directors and supervisory body of the Company.
The operative managers of the departments must know the unlawful deeds that might be committed in their areas of activity and cooperate to set up or update suitable rules to prevent them.

 

Breaches

Breaching the provisions of this Code of Ethics entails the application of sanctions for the Recipients responsible for said breaches – where deemed necessary for safeguarding the Company’s interests and compatibly with the provisions of the regulatory framework.

Entry into force

The provisions of this Code of Ethics enter into force as of the date of publishing.

 

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