Ethics and Responsibility
Code of Ethics
(Annex to the Organization, Management and Control Model adopted by Novatek S.r.l. SB pursuant to Legislative Decree 08/06/2011, no.231)
Foreword
The Code of Ethics (hereinafter also referred to as the “Code”) is one of the documents that enables the effectiveness and implementation of the Organizational, Management and Control Model 231 (hereinafter referred to as the “Organizational Model” or “Model”), which allows the Company to go exempt from administrative liability in case one of the so-called predicate offenses, contained in Legislative Decree no. 231/2001. It will then be up to the Supervisory Board, discussed below, to oversee the proper functioning and compliance with the Model.
This document highlights the principles, values and behaviors to be observed by all those who collaborate and work in Novatek S.r.l. SB (hereinafter also referred to as “Novatek” or “Company”).
Novatek adopts an ethical-behavioral profile in order to adapt its organizational structure to the requirements of Legislative Decree No. 231/2001, preparing lines of conduct to be followed in the realization of objectives. The principles that will be subsequently spelled out will define how the company’s activity is organized and how it should be carried out in accordance with the objectives to be achieved.
In addition to defining the ethical-social responsibility of each participant in the corporate organization, it is also good to establish all the risks that can be incurred by operating in the Company to avoid committing crimes. If necessary, penalties proportionate to the seriousness of any infractions committed can be provided.
The fundamental purpose that this Code pursues is to define the ethical and social responsibility of each participant in the corporate organization and thus prevent irresponsible or possibly unlawful behavior on the part of those who work in the name and on behalf of Novatek. Therefore, the Company introduces a clear and explicit definition of its ethical and social responsibilities towards all those involved directly or indirectly, such as customers, suppliers, employees, partners, citizens, collaborators, public bodies and anyone else interested in collaborating with it.
All persons in senior positions, such as directors, auditors or managers, as well as all employees and all those who come into contact with Novatek, must know and respect the fundamental values and principles such as honesty, moral integrity, fairness, transparency and objectivity in the pursuit of the company’s purposes.
This Code must be respected and applied, in all its contents, by all personnel and collaborators of Novatek, as well as by all those who work in the interest of Novatek and who have onerous or even free relationships of any kind with it. The aforementioned individuals will be collectively referred to in this document as “Recipients.” All Addressees are, therefore, obliged to observe and, to the extent of their own competence, to have the principles of the Code of Ethics observed. Under no circumstances does the claim of acting in the interest of Novatek justify the adoption of conduct contrary to those set forth in this document.
Given the prescriptive nature of the document, the text is written using the verb “must.”
Scope and addressees of the code
The set of ethical principles, values and rules of conduct set forth in this Code must inspire the activities of all those who operate, from within or from outside, in the sphere of action of the Company including members of corporate bodies, management personnel, employees, collaborators, consultants and business partners, as well as any other external collaborators in various capacities and external parties operating in the name of and/or on behalf of the Company.
“Recipients” are defined as all persons to whom the provisions of this Code apply, namely:
– The Sole Director, and any other person in an apical position, by which is meant any person who holds positions of representation, administration or management, or exercises, even de facto, the management of the Company, wherever they operate, both in Italy and possibly abroad (the “Corporate Representatives”);
– All employees of the Company, including temporary or part-time workers and workers treated as such;
– All those who, directly or indirectly, permanently or temporarily, establish relationships and relations with the Company itself, or, otherwise, work to pursue its objectives;
– External consultants and, in general, individuals who have or wish to have business relations with the Company on their own behalf or on behalf of the legal entities they represent;
– More generally, all those who, in any capacity, operate within the Risk Areas on behalf of and/or in the interest of the Company.
The Code is made available to all Recipients, who are required to observe its provisions both in their relations with each other (so-called internal relations) and in their relations with third parties (so-called external relations), to actively contribute to its implementation and to report any shortcomings to the relevant function.
D. LGS. 231/2001
On June 8, 2001, the Italian legislature enacted Legislative Decree No. 231/2001 (hereinafter also referred to as the “Decree”) containing the “Regulations on the administrative liability of legal persons, companies and associations, including those without legal personality, pursuant to Article 11 of Law No. 300 of September 29, 2000.”
The Decree introduced into the Italian legal system the principle of the liability of entities for crimes committed, in their interest or to their advantage, by employees and/or other persons indicated in Article 5 of the Decree itself, such as directors, auditors, managers, representatives of the Company, as well as persons subject to their direction or supervision, unless, among other conditions, the Company has adopted and effectively implemented a suitable organization, management and control model.
In this context, Novatek has adopted an Organization, Management and Control Model pursuant to Legislative Decree 231 of 2001 and this Code of Ethics is an integral and substantial part of it.
The general principles
In carrying out the corporate mission, the conduct of all Recipients of this Code must be guided by the ethics of responsibility.
As already mentioned, in the performance of activities and in relationships, all those who work with Novatek are required to maintain a behavior marked by respect for the fundamental principles of honesty, moral integrity, fairness, transparency, and respect for the individual personality in the pursuit of the company’s objectives and in all relationships with internal and external persons and entities.
It is a duty to diligently comply with all applicable laws and regulations in Italy and in all countries in which Novatek operates; therefore, it is not permissible to pursue or realize interests by violating legislative regulations.
Values that Novatek pursues
Novatek has always wanted to be an inspiration to all those who work with it and for it. The Company’s intention is to represent a model of excellence not only in production and construction but also, and above all, in behavior, respecting people, the environment and the territory.
The values and idea behind this Code of Ethics guide Novatek’s operations every day.
Novatek in February 2020 decided to transform and become a “Benefit Society,” with the aim of better expressing the founder’s values and operating methods, which have been used for years in other European countries as well. Operating as a Benefit Society does not allow access to economic incentives or receive tax benefits, instead it brings positive effects on people, the community, the territory and the environment. Therefore, it is a Society with modified obligations, committing management and shareholders to higher standards of both purpose, accountability, and transparency; it continues to pursue the purpose of profit, but complements it with one or more social or public benefit purposes. It also reports each year on an impact report descriptive of actions taken, plans adopted, and commitments for the future. Novatek, with its corporate philosophy, also places emphasis on reducing CO2 emissions and increasing energy efficiency to achieve “zero-emission properties.”
Novatek aims to be a major player in international markets, and to achieve its goal it operates every day with the most serene conviction that being a Benefit Company improves the working conditions of its employees and thus the benefits of the Company and its related families, as well as making a small, but important, contribution to the improvement to its host environment.
This Code of Ethics has been drafted with the small steps each of us can take in mind to enable everyone to work at their best with the responsibility and diligence that every workplace requires.
The values that Novatek is inspired by are:
– Transparency: The Recipients of this Code of Ethics are obliged to respect transparency, understood as clarity, completeness and relevance of information, avoiding misleading situations in the operations carried out in the name and on behalf of Novatek.
– Integrity: The Societỳ aims for fairness, good faith, honesty, moral integrity, fairness and impartialitỳ of behavior both internally and externally; sharing all these principles allows for the establishment of lasting fair relationships with customers, suppliers, third parties and collaborators.
In this context, Recipients are required to consider that compliance with these principles implies, among other things, the ability to assess whether one’s own behavior may constitute a contribution to persons operating under an associative bond, consisting of at least three individuals, for the purpose of committing crimes (so-called criminal association). In fact, the mere fact of providing a contribution to one or more of these individuals (e.g., by granting them financing or concluding contracts with them for the supply of goods and/or services) determines the possibility that the Recipient may be charged with “participation” in the association if his or her awareness about the existence of the association is proven.
– Value of human resources: Novatek’s fundamental resource is its people. Within the scope of its internal relations and in its relations with third parties, the Company recognizes and respects the principles of dignity and equality, without engaging in discrimination of any kind and against anyone, as well as behavior that constitutes criminal offenses, behavior of physical or moral pressure is prohibited without exception. Novatek people are required to be familiar with the principles and contents of the Code of Ethics and must refrain from conduct contrary to these principles and contents. In addition, third parties and recipients all with whom Novatek enters into relations must familiarize themselves with the Code of Ethics and take immediate corrective measures when required by the situation.
– Value to the environment: Originally, Novatek was founded to improve the field of intervention of the uplifts and consolidations of buildings subject to subsidence, flanking the use of materials foreign to the natural conformation of the subsoil with less invasive solutions, which provide greater control by the intervention on the building.
Today Novatek develops and promotes the willingness to replace the use of environmentally unfriendly materials with other more natural materials, subjected to design verification and final testing, which can also often be used with improving functions in the field of energy efficiency of the buildings being addressed.
All this has enabled the Society to become a business model that contributes to creating new opportunities for people’s well-being, taking into account the limited resources of the planet and its balance.
Since its transformation into a Benefit Corporation, Novatek has succeeded in promoting a new way of doing business, realized a positive impact on nature and society itself, as well as contributing to truly sustainable development.
To support what has been said, it is possible to report a concrete example, related to the application of the energy-environmental upgrading system of a real estate complex immersed in the Lessinia Regional Natural Park, called “Malga San Giorgio”. Thanks to the application of the Superbonus 110% tax benefit and Novatek technologies, the maximum use of renewable energy was ensured by adapting the heating systems of the existing apartment buildings with the construction of a new Geo-Thermal-Photovoltaic system serving the properties. The purpose of this initiative was to demonstrate that individual homes or condominiums were capable of making themselves completely energy self-sufficient.
Also in the sphere of optimizing electricity, produced by photovoltaic or thermo-voltaic panels, Novatek is considering the idea of creating “Energy Communities” or “Self-Collective Consumption” associations, not only to apply them in the direct interventions of its own competence, but also for the purpose of spreading environmental culture and education.
– Legality: Novatek, in carrying out its activities, acts in compliance with its own Bylaws, the laws and regulations in force in Italy and in all the countries in which it operates, and asks the Recipients of this Code of Ethics to comply with this requirement and to behave in a manner that does not undermine its moral and professional reliability.
– Responsibility: Novatek’s People are expected to carry out their work and assignments with professional commitment, diligence, efficiency and fairness, making the best use of the tools and time available to them, and assuming all responsibilities related to their work.
– Confidentiality: The confidentiality and protection of information, other than personal data, acquired in connection with the work performed is ensured through appropriate company protocols and procedures. Data obtained, whether in paper or electronic form, must not be used for interests external to Novatek, in order to make its own profit or in such a way as to cause damage to the rights, assets and objectives of the Company.
Novatek has and implements appropriate control measures to ensure that all data and information are handled appropriately, in accordance with current regulations. Special attention is paid to sensitive data deducible from information and documentation that personnel should come into possession of for operational reasons.
– Protection of competition: Within the scope of its business activities, Novatek is inspired by the principles of legality, fairness and loyalty, fidelity to the given word, promises and covenants, and promotes acting responsibly and according to good faith in any activity or decision.
The Company recognizes free and fair competition in a market economy as a decisive factor of growth, development and constant business improvement, believing that in this context the quality of the products offered and the importance of the brand “Novatek S.r.l. SB”.
– Respect for human dignity: Recipients respect the fundamental rights of people, protecting their moral integrity and guaranteeing equal opportunities. Behavior with discriminatory content based on political and trade union opinions, religion, racial or ethnic origins, nationality, age, sex, sexual orientation, health status and, in general, any intimate characteristic of the person is not permitted in internal and external relations.
Corporate Bodies
The corporate bodies act and deliberate knowledgeably and autonomously, pursuing the goal of creating value for the Company, in accordance with the principles of legality and fairness. Decisions by members of the corporate bodies must be autonomous, that is, based on free appreciation and pursuing the Company’s interest. Independence of judgment is a requirement for the decisions of corporate bodies, and therefore, members must ensure maximum transparency in the management of operations. In particular, members of the administrative body are expected to perform their duties with seriousness, professionalism and presence, thus enabling the Company to benefit from their expertise.
Novatek people
Novatek believes deeply in the personal and human growth of its people, through cross-training policies and involvement in the Company’s strategic and management objectives, ensuring the mental and physical health and integration of all the human resources that make up or interact with it.
Considers it effective to plan coordination meetings aimed at promoting and updating all staff on internal knowledge and know-how in order to consolidate the continuous evolution of services and products.
The Company is committed every day to respecting the dignity of workers and their fundamental rights, as well as ensuring good working and living conditions, promoting training and professional growth, and guaranteeing equal opportunities for all.
Recipients promote respect for the principles of equality and equal opportunity in personnel selection and recruitment activities, rejecting any form of favoritism or patronage. Employment relationships are formalized with regular contracts, rejecting the Company any form of irregular employment.
Novatek opposes the exploitation of children. Exploitation of minors or other classes of workers is unacceptable to Novatek, and knowledge of any violation of its principles in this regard authorizes Novatek to terminate business relations.
Criteria for conduct
The Company’s dealings with suppliers and third parties in general, public or private, must be conducted in accordance with the law and in compliance with the principles of fairness, transparency and verifiability, even if held through third parties.
The selection of suppliers and the formulation of conditions for the purchase of goods and services for the Company is inspired by respect for the values of competition, objectivity, fairness, impartiality, fairness in price, quality of the good and/or service, after careful evaluation of service guarantees and the panorama of offers in general.
Purchasing processes must be marked by the pursuit of maximum benefit for the Company and by fairness and impartiality towards any supplier meeting the requirements.
The stipulation of a contract with a supplier must always be based on relations of the utmost clarity, avoiding, where possible, the assumption of contractual obligations that entail forms of dependence towards the contracting supplier. Each contract must contain an appropriate clause in which the supplier undertakes to punctually and fully comply with the principles of this Code, under penalty of the Company’s right to terminate the relationship and take action for compensation for any damages.
In addition, in order to ensure respect for the individual, the Company, in selecting suppliers, is guided by criteria that give preference to those who guarantee workers respect for fundamental rights, the principles of equal treatment and non-discrimination, and the protection of child labor.
The Company reserves the right to take any appropriate measures, including termination of the contract, if suppliers act in violation of the provisions of this Code.
It is forbidden to give or promise money or other benefits to directors, general managers, executives in charge of drafting corporate accounting documents, auditors, liquidators or persons subject to their management or supervision, belonging to companies or consortia of clients, business partners, certifiers, consultants, service providers, suppliers in general, etc., from which a violation of obligations of office and loyalty by the corrupt party may result.
In procurement relations and, in general, in the supply of goods and/or services, it is in any case incumbent on Recipients to:
–create good cooperation with suppliers to ensure constant satisfaction of requirements in terms of quality, cost and delivery times;
– observe and enforce contractually stipulated conditions and maintain a sincere and open dialogue with suppliers in line with good business customs;
– Bring problems that have arisen to the attention of management so that the consequences can be evaluated.
Recipients may not accept free gifts, presents or the like, unless strictly related to normal courteous relations and of modest value. Should Recipients receive proposals for benefits from a supplier in order to favor its business, they must immediately suspend the relationship and report the fact to the Supervisory Board.
In the procedure for selecting contractual counterparts and before establishing any business relationship with such parties, available information must be checked in advance, in order to ascertain the competence and suitability for the correct and punctual execution of contractual obligations and entrusted tasks, as well as to avoid any involvement in operations suitable, even potentially, to favor the laundering or reuse of money from illegal activities.
Novatek, in its relations with its customers, ensures maximum commitment and absolute diligence. The full satisfaction of the needs of its contractual parties is a priority objective for the Company, also in order to create a solid relationship inspired by the general values of fairness, honesty, efficiency and professionalism.
The contracts entered into must comply with the provisions of the law and be based on criteria of simplicity, clarity and completeness, so as to provide the customer with all information on the conditions and terms necessary for the perfection of the agreement, avoiding formulas that are difficult to understand and illicit or improper business initiatives. In initiating business relations with new customers and in managing existing ones, it is necessary, taking into account the available information, to avoid having relations with persons involved in illegal activities and with persons lacking the necessary requirements of seriousness and commercial reliability.
In addition, all Recipients are prohibited from: offer or promise money or other benefits in favor of representatives of client companies, including through third parties, in order to influence the independence of judgment of the client and obtain an advantage for the Company, provide or promise to provide, solicit or obtain confidential information and/or documents or in any case such as to be able to compromise the integrity or reputation of one or both parties, exhibit incomplete documents and data and/or communicate false and altered data to clients withholding or omitting the production of due information, requesting or inducing favorable treatment or omitting due information in order to improperly influence the decisions of third parties to enter into agreements, contracts and conventions with the Company, engaging in deceptive conduct that may mislead, even potentially, customers in the technical-economic evaluation of the products or services offered or otherwise resorting to elusive practices, tending to force the customer’s judgment or behavior.
Relationships that are established with the Public Administration, or in any case relating to relations of a public nature, must be inspired by the strictest compliance with the applicable legal and regulatory provisions and cannot in any way compromise the integrity and reputation of the Company. Therefore, it is not permitted to engage in acts of corruption in order to gain profit and advantage.
No recipient may give money, or offer economic benefits or other types of benefits to persons in the Public Administration, for the purpose of obtaining appointments or other advantages, personal or for the Company.
In conducting transactions and dealing with the Public Administration, people must ensure maximum transparency and traceability of relevant information.
Special precautions must be observed in transactions related to authorizations, concessions, licenses, or applications for funding from public sources (regional, state, or EU).
With respect to Public Entities, it is expressly prohibited to exhibit incomplete documents and data and/or communicate false and altered data; to withhold or omit the exhibition of true documents; to omit due information; to be represented by consultants or third parties when situations of conflict of interest may arise; to give, offer or promise money or other benefits (e.g. sponsorships, promises of employment, entrusting of consulting assignments, assignment of job orders, business proposals, etc.) in order to obtain or maintain an undue advantage in the performance of work activities; requesting or inducing favorable treatment or omitting due information in order to improperly influence the decision to enter into agreements, contracts, conventions, with the Company.
Novatek personnel dealing with the Public Administration must not seek to improperly influence the decisions of the counterparty or officials dealing and making decisions on its behalf, and in the event of explicit or implicit requests for benefits of any kind, it is incumbent upon them to suspend all dealings with the Public Administration and inform their supervisor or the Supervisory Board.
It is forbidden to use contributions, financing or other disbursements, however denominated, granted to the Company by the State, a Public Entity or the European Union, for purposes other than those for which they were allocated.
Novatek is committed to ensuring that, within the framework of the investigations intercurrent with the Supervisory Authorities, no applications or requests containing untrue statements are made, including for the purpose of obtaining public disbursements, contributions or subsidized financing, or to obtain undue treatment, concessions, authorizations, licenses or other administrative acts.
Recipients shall promptly comply with any request coming from the above-mentioned Institutions or Authorities, providing full cooperation and avoiding obstructive behavior. Without prejudice to compliance with all legal and regulatory rules, the Company shall provide the control and regulatory authorities with all information they request in a correct, adequate and timely manner.
The Company operates lawfully and correctly, cooperating with the Judicial Authority and the Bodies delegated by it.
In the context of any pending litigation, the activity carried out for the management of the same must be marked by the principles of legality, fairness, transparency and all other ethical principles defined in the Code. All Company personnel and those working on behalf of the Company must promptly notify the Human Resources Manager, and/or the Chief Executive Officer, of any information relating to the possible occurrence, or existence, of a criminal trial pertaining to an offense provided for in the Decree, against themselves or any subject of the Company and inherent to the activity they perform in the Company.
In particular, managers, employees and collaborators in any capacity of the Company must refrain from unlawful conduct, such as, but not limited to:
–giving or promising money or other benefits to public officials or public service appointees or persons designated by them in such a way as to influence even the impartiality of their judgment;
– Send false documents, attest non-existent requirements or provide untrue guarantees/statements;
– Delete documents or destroy archived documents;
– Giving or promising money or other benefits to the legal advisors of the Companies that are counterparts in litigation in order to have a favorable outcome in the litigation.
Those entrusted with the task of keeping accounting records are obliged to make all entries accurately, completely, truthfully and transparently.
All operating events must be adequately documented in order to provide an accounting representation that reflects the nature and substance of each transaction, in accordance with legal and regulatory requirements.
Accounting records must be based on accurate and verifiable information, in addition to fully complying with accounting procedures. Each entry must make it possible to reconstruct the relevant transaction and must be accompanied by adequate documentation. All actions related to business activities must result from appropriate records that allow for checks and controls on the process of decision-making, authorization and performance.
The Company must pursue a behavior oriented towards compliance with tax regulations and their correct interpretation in order to minimize the risk of tax disputes; it must perform tax obligations on time and in the manner defined by the regulations and the tax authority.
It is the duty of all Novatek people to ensure that documentation is easily traceable and ordered according to logical criteria. Those who become aware of omissions, falsifications, neglect of accounting or documentation on which accounting records are based are required to report the facts to their supervisor and consequently to notify the Supervisory Board in writing.
There is also an express prohibition against:
– submit income tax or value-added tax returns containing fictitious taxable items, using invoices or other documents for nonexistent transactions;
– Submitting income tax or value-added tax returns containing assets in an amount lower than the actual amount or fictitious liability items or fictitious credits and withholdings, carrying out simulated transactions objectively or subjectively or making use of false documents or other fraudulent means suitable to hinder the assessment and mislead the tax authorities;
– Submitting income or value-added tax returns containing asset items for less than the actual amount or non-existent liability items
– Failure to file, within the time limits prescribed by law, income or value-added tax returns
– Issuing or issuing invoices or other documents for nonexistent transactions in order to enable third parties to evade income or value-added taxes;
– Concealing or destroying all or part of accounting records or documents required to be kept, so that income or turnover cannot be reconstructed, in order to evade taxes, or to allow third parties to evade taxes;
– Use for the purpose of tax offsets undue or nonexistent credits
– Simulately alienating or performing other fraudulent acts on one’s own or others’ property suitable for rendering the compulsory collection procedure ineffective in whole or in part, in order to evade the payment of taxes or interest or administrative penalties relating to such taxes;
– disclose in the documentation submitted for tax settlement assets in an amount lower than the actual amount or fictitious liability items in a higher total amount.
Environmental protection
The environment is a primary asset that Novatek is committed to safeguarding, conducting its business by complying with applicable laws and regulations and monitoring the environmental and landscape impact of its activities and reducing environmental risks.
Recipients are required to comply fully and substantially with legislative requirements in environmental matters. With this in mind, they must carefully assess the environmental consequences of every choice made in the performance of their work activities, both in relation to the consumption of resources and the generation of emissions and waste directly related to their activities (direct impacts), and to activities and behaviors that they do not directly control, insofar as they are put in place by third parties with whom they deal, customers and suppliers (indirect impacts).
By virtue of the above, internal Recipients are required to: manage waste in accordance with the provisions of internal regulations, using in accordance with the provisions of separate waste collection containers (paper, plastic, glass, aluminum), pulping and toner collection containers, pay special attention to so-called “hazardous” waste (by way of example but not limited to: toner, neon tubes, air conditioning equipment, computers and electronic material in general, etc.).
In addition, Recipients are prohibited from using any type of substance that is harmful to the ozone layer (e.g., products that contain CFCs) other than those expressly provided for by the Company.
Payment management
Recipients of this Code are required to comply with the company’s rules and procedures regarding the management of collections, payments and the use of company credit cards.
In this regard, it is also expressly forbidden to
– use any type of payment instrument that one has at one’s disposal or to which one has access by reason of the activity performed for the company in a manner that differs from the indications and instructions received for this purpose;
– use unduly, not being a holder, credit or payment cards, or any other similar document that enables the withdrawal of cash or the purchase of goods or the provision of services, or in any case any other payment instrument other than cash.
Protection of the company’s assets
The available resources must be used, in compliance with applicable laws, the articles of association and the code, to increase and strengthen the company’s assets, for the protection of Novatek srl SB itself, the holders of capital, creditors and the market.
To guarantee the integrity of the capital, it is prohibited, except in cases where the law expressly permits it, to return, in any form, contributions or release shareholders from the obligation to make them, to distribute profits not actually earned or allocated by law to reserves.
Combating money laundering, self-laundering and receiving stolen goods
In order to ensure the transparency and fairness of business transactions and avoid the phenomena of money laundering (including in the form of self-laundering) and receiving of goods, Personnel are required to adopt the appropriate tools and precautions.
In particular, it is mandatory:
– Draw up in written form – with an indication of the contents and economic conditions agreed upon – the assignments given to any service companies and/or individuals who look after the economic/financial interests of the Company;
– ensure, by the relevant functions, specific controls on the occurrence of regularity of payments to all counterparties as well as to verify the coincidence between the person to whom the order is made out and the person who collects the relevant amounts;
– Diligently comply with the minimum requirements set and required for the purpose of selecting bidders for the goods and/or services that the Company intends to acquire;
– To set the criteria for evaluating bids based on the commercial and professional reliability of suppliers as well as to request and obtain all necessary information;
– Ensure maximum transparency when concluding agreements/joint ventures aimed at making investments.
Customs compliance management
The Company undertakes in the case of purchase of goods with non-EU origin to fulfill in timely terms the obligations arising from customs regulations (e.g. customs duties, border fees, etc.).
Business conduct rule and conflict of interest disclosure
The employee shall refrain from making decisions or carrying out activities inherent to his or her duties in situations of conflict, even potential conflict, of interest with personal interests, those of his or her spouse, cohabitants, relatives, and relatives-in-law within the second degree. The conflict may concern interests of any kind, including non-asset interests, such as those arising from the intent to pander to political, union or hierarchical superior pressures.
Recipients, in the performance of their activities, will carefully avoid being involved in transactions or business from which a situation of conflict of interest may arise. Each Recipient must, in fact, carry out his or her work in the exclusive interest of the Company, avoiding any situation of conflict between personal economic activities and corporate interests from which harm to the Company’s activities or illicit advantage to his or her own benefit may result.
Without prejudice to the transparency obligations provided for in laws or regulations, employees shall therefore inform the management in writing of all direct or indirect relations of collaboration with private parties in any way paid that they have or have had in the last three years, specifying:
(a) whether in the first person, or his or her relatives or relatives-in-law within the second degree, spouse, or cohabitants, still have financial relations with the person with whom he or she had the aforementioned relations;
(b) whether such dealings have taken place or are taking place with individuals who have interests in activities or decisions pertaining to the office, limited to the files entrusted to him/her.
Relations with competing entities must be guided by criteria of prudence and confidentiality in order to best preserve the Company’s elements of competitive advantage. For this reason, no employee of the Company may, except for expressly and formally delegated persons, have business relations with representatives of competitors.
Information systems management
The Company condemns any behavior consisting in altering the operation of a computer or telematic system or accessing without right to data, information or programs contained therein, aimed at procuring the Company an unfair profit to the detriment of the State.
It is therefore prohibited to:
– Installing, downloading, and/or using computer programs and tools to alter, counterfeit, falsely attest, suppress, destroy, and/or conceal public or private computer documents;
– Installing, downloading and/or using computer programs and tools that allow the abusive introduction within computer or telematic systems protected by security measures or that allow the permanence (without having the authorization) within them, in violation of the measures put in place to protect them by the owner of the data or programs that are intended to be kept or maintained confidential;
– Finding, disseminating, sharing, and/or communicating passwords, access keys, or other means suitable for enabling the conduct referred to in the preceding two points;
– Use, retrieve, disseminate, share, and/or communicate about how computer equipment, devices, or programs directed at damaging or disrupting a computer or telecommunications system are used;
– use, retrieve, disseminate, install, download, share and/or communicate the manner of use of computer equipment, devices or programs aimed at illicitly intercepting, preventing or interrupting computer or telematic communications, even if between multiple systems;
– Destroying, deteriorating, erasing, rendering totally or partially unusable, altering or suppressing data or computer programs of others or serious obstruction of their operation;
– use, install, download, and/or communicate computer techniques, programs, or tools that make it possible to change the server field or any other information related to it or that make it possible to conceal the identity of the sender or change the settings of the computer tools provided by the Company;
– use computer or telematic applications, systems or programs without the necessary authorizations and/or for purposes other than those for which they are intended, and especially for the purpose of committing any type of crime.
Protection of health and safety in the workplace
Within the framework of current regulations, the Company is committed to taking all necessary measures to protect the physical and moral integrity of its workers.
In particular, the Company undertakes that:
a. compliance with existing worker health and safety legislation is considered a priority;
b. risks to workers are, as far as possible and guaranteed by the evolution of the best technology, also avoided by choosing the most appropriate and least dangerous materials and equipment such as to mitigate risks at the source;
c. non-avoidable risks are properly assessed and appropriately mitigated through appropriate collective and individual safety measures;
d. worker information and training is widespread, up-to-date and specific with reference to the task performed;
e. consultation with workers on workplace health and safety is ensured;
f. any safety needs or nonconformities that arise in the course of work activities or during audits and inspections are addressed quickly and effectively;
g. the organization of work and the operational aspects of it are carried out in such a way as to safeguard the health of workers, third parties and the community in which the Company operates.
Workers, each to the extent of his or her competence, are required to ensure full compliance with the provisions of the law, the principles of this Code and company procedures, safety protocols related to Covid-19 and any other internal provisions provided to ensure the protection of health and safety in the workplace, as well as to report any violations or even simple attitudes or practices that conflict with the provisions of the Code of Ethics and the Model.
Confidentiality and privacy protection
All information and documents learned in the performance of activities on behalf of the Company are confidential.
The Company, in carrying out its activities, collects, manages and processes personal data in accordance with current regulations.
The Company, therefore, is committed to complying with the mandatory requirements of the laws and regulations on the protection of personal data, and to adopting a privacy management system that enables it to have an organizational model and control of risks arising from the processing of personal data.
The privacy of the employee and collaborator is protected by adopting standards specifying the information the Company requires from the individual and the manner in which it is processed and stored, suitable for ensuring maximum transparency to those directly concerned and inaccessibility to third parties, except for justified and exclusive business reasons.
For all employees of the Company, and for those who work in the name and on behalf of the same, there is an obligation of confidentiality of the data and information of which, by reason of their position, they are in possession, and they are subject to the prohibition of voluntary or involuntary disclosure of such information. By way of example, those relating to management plans, production processes, products and systems developed or, in any case, managed and/or maintained, as well as those relating to negotiated and competitive procedures, in addition to all data bases and information and data relating to personnel (hereinafter, for the sake of brevity, also only “Information”) must be considered as such.
Any processing of data for the purpose of conducting investigations into the ideas, preferences, personal tastes and, in general, the private lives of employees is prohibited.
It is also prohibited, subject to the cases provided for by law, to communicate/disseminate personal data without the prior consent of the person concerned.
It is forbidden to carry out data processing in violation of current privacy protection regulations.
With regard to the processing of data on paper and through the use of computer systems, it is obligatory to comply with the special security measures prepared in order to prevent the risk of external intrusion, such as, for example, controls on access to the premises, passwords, personal identification code, screen saver, as well as loss, even accidental, of data.
Confidentiality and privacy protection
All information and documents learned in the performance of activities on behalf of the Company are confidential.
The Company, in carrying out its activities, collects, manages and processes personal data in accordance with current regulations.
The Company, therefore, is committed to complying with the mandatory requirements of the laws and regulations on the protection of personal data, and to adopting a privacy management system that enables it to have an organizational model and control of risks arising from the processing of personal data.
The privacy of the employee and collaborator is protected by adopting standards specifying the information the Company requires from the individual and the manner in which it is processed and stored, suitable for ensuring maximum transparency to those directly concerned and inaccessibility to third parties, except for justified and exclusive business reasons.
For all employees of the Company, and for those who work in the name and on behalf of the same, there is an obligation of confidentiality of the data and information of which, by reason of their position, they are in possession, and they are subject to the prohibition of voluntary or involuntary disclosure of such information. By way of example, those relating to management plans, production processes, products and systems developed or, in any case, managed and/or maintained, as well as those relating to negotiated and competitive procedures, in addition to all data bases and information and data relating to personnel (hereinafter, for the sake of brevity, also only “Information”) must be considered as such.
Any processing of data for the purpose of conducting investigations into the ideas, preferences, personal tastes and, in general, the private lives of employees is prohibited.
It is also prohibited, subject to the cases provided for by law, to communicate/disseminate personal data without the prior consent of the person concerned.
It is forbidden to carry out data processing in violation of current privacy protection regulations.
With regard to the processing of data on paper and through the use of computer systems, it is obligatory to comply with the special security measures prepared in order to prevent the risk of external intrusion, such as, for example, controls on access to the premises, passwords, personal identification code, screen saver, as well as loss, even accidental, of data.
Protection of the employee or collaborator who reports wrongdoing
It is forbidden to carry out direct or indirect acts of retaliation or discrimination against a worker or collaborator who reports wrongdoing for reasons directly or indirectly related to the reports relevant under Legislative Decree 231/2001 or violations of the Organization and Management Model of the Entity.
It is also forbidden to make malicious or grossly negligent reports that turn out to be unfounded.
The supervisory body
Novatek has appointed a single-member Supervisory Board.
The Supervisory Board is responsible for monitoring and updating the Organization, Management and Control Model and this Code of Ethics.
The Supervisory Board in the performance of its functions has free access to company data and information useful for the performance of its activities.
The corporate bodies and their members, employees, consultants, collaborators and third parties acting on behalf of the Company are required to provide maximum cooperation in facilitating the performance of the functions of the Supervisory Board.
Operation of the code of ethics
In the event of news of possible violations of this Code and/or the operating procedures that make up the Model or of other events likely to alter its value and effectiveness, each person must contact his or her Manager, who will report the matter to the relevant Department or, if this is not possible for reasons of expediency, directly to the Company’s Top Management. In any case, the violation must also be promptly reported to the Supervisory Board.
Failure to report a violation of this Code may be considered a form of aiding and abetting the violation.
It is not permissible to conduct personal investigations or report news to anyone other than those specifically designated.
All bodies notified of the violation shall protect those who have provided information regarding possible violations of the Code and the Model from any pressure, intimidation, and retaliation while also ensuring the confidentiality of the identity of the reporter, without prejudice to legal obligations and the protection of the rights of the Company or persons wrongly or in bad faith accused.
This Code is brought to the attention of the corporate bodies and their members, employees, consultants, collaborators and any other third parties who may act on behalf of the Company. All the aforementioned parties are required to learn its contents and comply with its precepts.
Any application doubts related to this Code should be promptly submitted to and discussed with the Supervisory Board.
In the event that even one of the provisions of this Code of Ethics conflicts with provisions set forth in internal regulations or procedures, the Code will prevail over any of these provisions.
Any amendments and/or additions to this Code of Ethics must be made and approved in the same manner as adopted for its initial approval.
Disciplinary system and penalty mechanisms
Failure to comply with the principles contained in this Code may result in the application of the disciplinary measures contained in the Company Disciplinary System within the limits and according to the specific procedures provided therein. The seriousness of the infraction will be assessed on the basis of the following circumstances:
– The concrete timeframe and manner of implementation of the offense;
– The presence and intensity of the intentional element;
– the extent of harm or danger as a result of the breach to the Company and to all employees and stakeholders of the Company;
– The predictability of consequences;
– The circumstances under which the infringement took place.
Recidivism is an aggravating factor and imports the application of a more severe penalty.
The Disciplinary System is an integral part of the Organization, Management and Control Model adopted by the Company and is a cornerstone for the effective functioning of corporate compliance.
Compliance with the Code of Ethics by employees complements and makes explicit the obligations of loyalty, loyalty and fairness in the performance of the employment contract in good faith.
Compliance with the Code of Ethics by suppliers and counterparties complements the obligations to fulfill the duties of diligence and good faith in contract negotiations and execution of existing contracts with the Company.
Violation of the rules of the Code of Ethics may constitute, depending on severity. Just cause for revocation or termination of contracts, with all legal consequences, including compensation for damages.
Reports
Every person, internal or external, is required to report in writing and in known form any non-compliance with the Code of Ethics, and any violation must be reported to the Supervisory Board. However, the authors of the reports are understood to be protected against any retaliation they may face for reporting improper conduct and to keep their identity confidential, without prejudice to legal obligations.
The effects of violations of the Code of Ethics and the Organizational Model must be taken seriously by all those who, in any capacity, have relations with Novatek. To this end, the latter shall disseminate this Code of Ethics and inform of the sanctions provided for, as well as the related disbursement methods and procedures, if violations occur.
Novatek gives serious consideration to any report, even anonymous, of suspected violations of the Code or laws in force, regardless of the outcome of the following analysis.
Anyone wishing to report violations of the Code of Ethics or the Organizational Model ex art. 6 of Legislative Decree 231/2001 may make the report:
– Via e-mail box: novatek.odv231@gmail.com;
– Through a pre-addressed envelope available at all Novatek locations, which any worker and/or employee of the Company can use to report the violations indicated above.
– Through the whistleblowing platform.
The Subject of the report should describe the facts of which he or she has knowledge in as detailed a writing as possible.
If the report is made in writing, the handwritten or typewritten report sheet must be placed inside the envelope, which, once filled and closed, must be sealed, affixing on the flap the signature (if it is a non-anonymous report) or any other mark (if it is an anonymous report) that allows the SB and/or the Reporting Manager, once the missive is received, to verify that no one has been able to open or tamper with the envelope.
The envelopes may be delivered to the Supervisory Board and/or the Whistleblowing Manager by any method (postal delivery, delivery to the Head of Function, hand delivery at the collection points provided at Novatek’s offices) and the contents will be known only to the recipients of the report (Supervisory Board and/or Whistleblowing Manager) who, if the report is well-founded, will proceed to the management and verification in compliance with confidentiality and privacy regulations.
For details regarding the subject of the reports, reporting methods and management of reports, please refer to the specific procedure “Whistleblowing Policy”.
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