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OdC-PR-03 Vodafone Automotive SpA 1 VODAFONE AUTOMOTIVE SpA Approved: 14 - 04 - 2014 Involved Services: All Company Services Approved by Board of Directors Revision n. Date of effect Object Made by: 0 14-09- 2007 First version Supervisory Body 1 23-12-2009 Legislative revision Supervisory Body 2 14-04-2014 Legislative revision Supervisory Body 3 01-04-2015 Change of Company name Supervisory Body

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Page 1: VODAFONE AUTOMOTIVE SpAautomotive.vodafone.com/Documents/Code of conduct Vodafone... · General principles Vodafone Automotive ... Personnel management and assessment Vodafone Automotive

OdC-PR-03 Vodafone Automotive SpA

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VODAFONE AUTOMOTIVE SpA

Approved: 14 - 04 - 2014

Involved

Services: All Company Services

Approved by Board of Directors

Revision

n. Date of effect Object Made by:

0 14-09- 2007 First version Supervisory Body

1 23-12-2009 Legislative revision Supervisory Body

2 14-04-2014 Legislative revision Supervisory Body

3 01-04-2015 Change of Company name Supervisory Body

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INDEX

1. Introduction ................................................................................................................................................... 3

2. General principles ........................................................................................................................................ 3

2.1. Sphere of application ....................................................................................................................................................... 3

2.2. Publishing the code .......................................................................................................................................................... 3

2.3. Observance of local laws ................................................................................................................................................ 3

2.4. Contractual nature of the code .................................................................................................................................... 4

3. Ethical principles in the sphere of Corporate Governance ............................................................... 4

3.1. Corporate Governance Bodies ...................................................................................................................................... 4

3.2. Relations with shareholders .......................................................................................................................................... 4

3.3. Valorisation of shareholders’ investment ................................................................................................................ 5

3.4. Transparency of Company accounts ......................................................................................................................... 5

3.5. Internal Control .................................................................................................................................................................. 5

4. Ethical principles in personnel relations .............................................................................................. 5

4.1. Personnel Selection and Recruitment ...................................................................................................................... 5

4.2. Formalisation of the employment relationship .................................................................................................... 5

4.3. Personnel management and assessment ............................................................................................................... 5

4.4. Safety, protection of health and working conditions .......................................................................................... 6

4.5. Environmental protection .............................................................................................................................................. 6

4.6. Professional growth .......................................................................................................................................................... 7

5. Criteria governing conduct in relation to Public Administration and Public Institutions ........ 7

6. Rules of Conduct in business matters .................................................................................................... 7

6.1. Guiding principles .............................................................................................................................................................. 7

6.2. Gifts ......................................................................................................................................................................................... 7

6.3. Conflict of interest ............................................................................................................................................................ 7

6.4. Relations with competitors ........................................................................................................................................... 8

6.5. Protection of the Company’s goods and properties ............................................................................................ 8

7. Market Abuse ................................................................................................................................................ 8

8. Money laundering ........................................................................................................................................ 9

9. Respect for ethical principles and relative punitive and disciplinary system ............................ 9

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9.1 Corporate Governance Bodies and members of the Supervisory Body ........................................................ 9

9.2 Employees .......................................................................................................................................................................... 10

9.3 Third Parties ....................................................................................................................................................................... 10

10. Transitional provisions ........................................................................................................................ 10

1. Introduction

With this code of conduct, Vodafone Automotive SpA defines the fundamental guidelines that

motivate and guide the behaviour of its officers and employees. Vodafone Automotive performs its

activities in full compliance with the applicable law in the countries in which it operates and to this end

takes care to observe and ensure the observance of manners of behaviour inspired by integrity and ethics.

By doing so, Vodafone Automotive aims to increase the confidence of customers, shareholders, partners,

communities and all other stakeholders who have an interest in its success.

2. General principles

Vodafone Automotive’s employees shall perform their work inspired by:

legality: observance of the laws and regulations in force in the countries in which they operate;

integrity: fairness and good faith in relations with third parties;

fairness: honesty and sincerity in relations with others;

transparency: clarity and completeness in handling communications;

respect for human dignity: behaviour that is non discriminatory and does not seek to exclude;

respect for equal opportunities: right to access the same opportunities in the work environment.

2.1. Sphere of application

This code of conduct is binding on all offices and employees of Vodafone Automotive SpA and also

on all personnel at group companies, to whom it shall be extended in compliance with the provisions of

local law. This code also applies to outside consultants acting in the company’s name and behalf.

2.2. Publishing the code

The code shall be made known to all employees, collaborators, suppliers and interested third parties,

in order to clarify the behaviour and conduct that Vodafone Automotive considers consistent with the

present policies, which it undertakes to apply and demands to be observed.

2.3. Observance of local laws

All employees, directors, consultants, collaborators and suppliers of Vodafone Automotive are obliged

to comply strictly with the laws in force in the various countries in which they operate. Vodafone

Automotive shall not maintain business relations with parties who do not guarantee observance of this

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principle. The code shall be applied in compliance with the provisions of law in force in the individual

countries in which it is to be applied and may be supplemented by local laws and regulations.

2.4. Contractual nature of the code

Observance of this code constitutes an essential aspect of the employment relationship. Failure to

comply with the code constitutes a breach of the obligation of diligence and the other requirements

established in art. 2104 of the Civil Code in the matter of employment. All officers and employees are

expected to know, understand and adhere to the code, which will be made available in electronic and

written form.

3. Ethical principles in the sphere of Corporate Governance

3.1. Corporate Governance Bodies

The appointment of the members of the Corporate Governance Bodies must be carried out following

transparent procedures. The Corporate Governance Bodies act independently and decide with full

knowledge of the facts pursuing the objective of creation of value for the Company in accordance with

the principles of legality and fairness. The decisions of the members of the Corporate Governance Bodies

must be independent, that is to say based on free evaluation, and pursuing the best interest of the

Company. Independent judgement is a requisite for the decision-making by the Corporate Governance

Bodies, hence their members must guarantee the greatest openness when dealing with operations in

which they have particular interests. In such circumstances, they must observe the provisions of law and

the company’s regulations on such matters. In particular, the members of the Board of Directors are

individually bound to perform their appointed tasks in an fair and professional manner and with regular

attendance, thus enabling the Company to benefit from their particular competencies.

3.2. Relations with shareholders

The Company promotes openness with, and delivers periodical information to, its shareholders, in

compliance with the laws and regulations currently in force. The interests of all shareholders are

promoted and safeguarded, rejecting any special or partisan interest. The Company delivers complete

and accurate information to shareholders regarding any action or decision that could affect or have

consequences for their investments. The Company promotes the informed participation of shareholders

in corporate decisions. The Company fosters:

the regular attendance of the Board of Directors at shareholders’ meetings;

the regular conduct of shareholders’ meetings in a manner that respects the right of each

Shareholder to obtain explanations, express his or her opinion and make proposals.

The Company promotes the greatest confidentiality of information pertaining to extraordinary

operations. The recipients concerned must keep such information secret and not make improper use of

it.

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3.3. Valorisation of shareholders’ investment

The Company protects and enhances the Company’s value with the aim of rewarding shareholders for

taking on the risk involved in investing their capital.

3.4. Transparency of Company accounts

The Company promotes the greatest transparency, reliability and integrity of the information

pertaining to its corporate accounts. Every operation and transaction must be correctly entered,

authorized, checked, legitimate, consistent and appropriate. All the Company’s actions and operations

must be adequately recorded and it must be possible to verify the relative decision-making, authorization

and performance process. There must be adequate documentary for each operation to ensure, at any

time, the possibility to control the nature and purpose of the operation and to identify who authorized,

performed, recorded and checked the operation in question. Officers and employees who become aware

of omissions, falsifications or negligence are obliged to report them to the Supervisory Body.

3.5. Internal Control

The Company operates an Internal Controls system intended to improve the efficiency and

effectiveness of the company’s processes and to manage the company’s risks.

All officers and employees, in accordance with the functions they perform, are responsible for the

definition, implementation and correct operation of the controls pertaining to the operative areas or

activities entrusted to them.

4. Ethical principles in personnel relations

4.1. Personnel Selection and Recruitment

Vodafone Automotive expects all officers and employees to promote the respect for the principle of

equality and equal opportunity in personnel selection and recruitment activities, rejecting any and every

form of favoritism, nepotism and conflicts of interest.

4.2. Formalisation of the employment relationship

Employment relations are formalised by regular contracts, rejecting any and every form of unlawful

employment relationships both in respect of Italian or EU citizens, both in respect of foreign nationals.

Anyway, Vodafone Automotive employs a foreigner only if equipped with a regular residence permit.

Vodafone Automotive expects all officers and employees to foster the greatest possible cooperation and

openness in relation to newly hired personnel, to ensure that they have a clear understanding of the job

to which they are assigned.

4.3. Personnel management and assessment

Vodafone Automotive rejects any and every form of discrimination in relation to its personnel and

fosters decision-making and assessment processes based on commonly shared objective criteria.

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4.4. Safety, protection of health and working conditions

The Company promotes working conditions that safeguard the mental and physical integrity of the

employees and provides workplaces that are in keeping with the current health and safety regulations.

The Company clears and advises, by domestic papers, values and criteria depending on every

decisions about safety, protection of health and working conditions are taken, at every level.

These values are:

a) to avoid risks;

b) risks assessment of those cannot be avoided;

c) to fight risks at root;

d) to adapt work to man, and above all, the workplaces to the safeguard tools work, production and work

system choice, to alleviate boring and monotonous jobs and to reduce their effects on health;

e) envisaging technologies progress;

f) to change warning with less dangerous or safe;

g) to plan health care to reach the best technology including job organization, wonk conditions, social

relationship and external features as well as possible;

h) in the workplaces, to prefer mass security devices than individual ones;

i) to give workers adequate instructions.

These values are used by the Company - and by who on behalf of the Company manage mental and

physical integrity of the employees in the workplaces including health and safety regulations, operating

instructions and providing adequate care devices.

All the recipients must respect applicable laws and standards about health and safety in the

workplaces and environmental protection, they must observe the Company policies when they prescribe

harsher standards than laws (ISO14.001; ISO 9001 e TS 16949).

4.5. Environmental protection

Vodafone Automotive develops solutions for vehicle’s safety in accordance with the principles of

sustainable development to grant a future of quality and competitive opportunities to the employees

and to the business partners. The industrial plant site in Varese, in accordance with the group policy,

undertakes to pursue the aims of ensuring the health and safety of workers and the environment.

Vodafone Automotive utilizes processes and technologies aimed to the prevention and / or reduction

of environmental interactions, injuries and occupational diseases.

Vodafone Automotive undertakes to minimizing the environmental impacts and the residual risks

related to its processes, which are evaluated already in the planning phase.

Vodafone Automotive make a rational and efficient use of energy resources and raw materials.

Vodafone Automotive also adopts all necessary measures in order to maintain an effective

Environmental Management System certified according to ISO 14001:2004.

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4.6. Professional growth

The Company promotes the professional growth of its personnel by means of appropriate policies and

training plans.

5. Criteria governing conduct in relation to Public Administration and Public Institutions

In relations with Public Administration and Public Institutions, Vodafone Automotive promotes lawful

and correct relations in a framework of maximum openness and rejects any and every form of

inducement (offering of payments or gifts) to promote or foster any interest or advantage.

Officers and employees must not attempt to influence decisions in any improper manner, including

those of the officials who negotiate or make decisions on behalf of the Public Administration or Public

Institutions, in connection with business negotiation, request or contact with Public Administrations or

Public Institutions. In the specific case of tendering, it is necessary to act in accordance with the laws

currently in force and with correct commercial practice. In the event that officers or employees receive

requests or proposals for inducements from public officials, they must immediatly suspend the relations

in question and report the occurrence to the Supervisory Body.

6. Rules of Conduct in business matters

6.1. Guiding principles

All activities carried out on behalf of the Company must be motivated by fairness and transparency

and must be performed in compliance with the applicable laws and regulations. All such activities shall

be documented so as to allow the company to verify at any time the authorization for and performance

of the activities.

6.2. Gifts

In business relations with customers, suppliers, public administrations and organizations, any gifts,

acts of courtesy and hospitality are forbidden unless they are of such nature and value that they cannot

in any way be interpreted as intended to obtain specially favorable treatment. Any officer or employee

who is offered or given any of the aforementioned items must expressly refuse them or return them. If it

is not possible to return a gift to its sender, it must be delivered to the Human Resources Department. It

is never permitted, regardless of the amount concerned, to receive from or pay out cash to the parties

indicated above.

6.3. Conflict of interest

Vodafone Automotive’s employees, in the course of their employment, shall carefully avoid

involvement in transactions or business deals which may give rise to a conflict of interest. Each employee

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and/or collaborator must in fact perform his or her work activities in the exclusive and best interest of

Vodafone Automotive itself, avoiding any situation of conflict between personal economic activities

(whether of the employee’s own or of his or her family members or cohabitants) and company interests

which could give rise to detrimental effects on Vodafone Automotive’s own activities or illicit advantages

for the employee or his or her family members or cohabitants. Officers and employees must notify the

company in writing within ten days regarding potential conflicts of interest that arise in the course of their

employment. .Employees may not serve as officer, director, auditor, attorney, agent of another company

without the prior written approval of the Human Resources Department.

6.4. Relations with competitors

Relations with competitors must be motivated by criteria of prudence and reserve in order to preserve

to best effect the elements of competitive advantage possessed by Vodafone Automotive. For this reason

no employee of Vodafone Automotive, with the exception of the members of the Management

Committee or persons expressly and formally delegated by the latter, may maintain business relations

with representatives of competitors.

6.5. Protection of the Company’s goods and properties

All Vodafone Automotive employees are obliged to act diligently to protect the company’s goods and

properties, including intellectual property. To this end, all Vodafone Automotive personnel are obliged

to use the goods and assets entrusted to them for the purposes of their employment in a correct and

proper manner and to treat confidential information with care.

7. Market Abuse

Use of privileged information and manipulation of markets. Vodafone Automotive undertakes to

manage confidential information in an adequate manner. The Company does not tolerate the

performance of any fraudulent activity of any kind whatsoever that aims to affect the pricing of financial

instruments on the market.

The Company has opened and keeps a register listing the persons who have access to privileged

information for the effects and purposes of art. 115 bis of the Finance Laws Consolidation Act.

Vodafone Automotive undertakes:

not to obtain any undue advantage over anyone whatsoever by means of the manipulation,

concealment or abuse of privileged information, incorrect representation of facts or any other

unfair practice in business transactions;

to ascertain whether the information received consists of important information that is not public

knowledge;

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to acquire and handle such information only in strict compliance with the pertinent laws,

standards, regulations and internal procedures;

not to make use of confidential information for any other purposes than those for which such

information has been originally communicated;

not to share information obtained from anyone in the framework of an assignment/project or by

virtue of a collaboration relationship with Vodafone Automotive, with any third party external to

the assignment specific task concerned,

not to use information obtained from anyone in the framework of an assignment/project or by

virtue of a collaboration relationship with Vodafone Automotive for any other purposes than

those of the performance of the assignment concerned;

Directors, auditors, employees and collaborators are strictly forbidden to spread false or misleading

rumours or information or engage in any other duplicitous behaviour that could significantly affect the

prices of listed or unlisted financial instruments.

8. Money laundering

Prevention of money-laundering, financing of terrorism or subversion of the democratic order and

corruption.

Vodafone Automotive pledges to cooperate in fighting money-laundering, the financing of terrorism,

subversion of the democratic order and corruption.

Specifically, Vodafone Automotive undertakes to:

implement effective and dynamic programmes for the prevention of money-laundering, based

on risk assessment and designed to prevent, identify and report persons suspected of money-

laundering and suspected of operations susceptible of using money for the purpose of financing

organizations with aims of a terror or subversive nature;

take care to identify and know its customers so as to check that they meet the requirements

foreseen by Vodafone Automotive;

carry out a constant "due diligence" and monitoring process aimed to ensure the prompt

identification of any potentially suspect operations for the purposes of money-laundering

prevention laws and regulations. In relation to these processes, the control functions and/or

management of the respective subsidiary companies must be involved in a timely fashion.

9. Respect for ethical principles and relative punitive and disciplinary system

9.1 Corporate Governance Bodies and members of the Supervisory Body

Observance of the Code of Conduct by members of the Corporate Governance Bodies and the

Supervisory Body constitutes an integral and explicit part of their diligence obligations in the

performance of their office.

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Violations of the provisions of the Code of Conduct and the Operational Protocols of the organization,

management and control Model indicated in Legislative Decree 231/2001 therefore constitute non-

performance of the obligations arising out of the office-holding relationship concerned, with consequent

application of the penalties foreseen by law and/or the punitive and disciplinary system.

9.2 Employees

Observance of the Code of Conduct by employees constitutes an integral and explicit part of the

obligations regarding fairness, loyalty and correctness in the performance of their employment contract

in good faith and is demanded by the Company also pursuant to and for the effects and purposes of

article 2104 of the Civil Code.

In the event of violations of the provisions of the Code of Conduct and the Operational Protocols of

the organization, management and control Model indicated in Legislative Decree 231/2001, the

penalties foreseen by the punitive and disciplinary system approved for this purpose shall be applied.

9.3 Third Parties

Observance of the Code of Conduct and the Operational Protocols of the organisation, management

and control Model indicated in Legislative Decree 231/2001 by suppliers and others constitutes an

integral part of the obligations to act with diligence and in good faith in the negotiation and performance

of existing contracts with the Company.

Violations of the provisions of the Code of Conduct and the said Protocols can constitute, depending

on the seriousness of the violation concerned, just cause for the revocation or termination of contracts

with all relative legal consequences, including liability for damages.

10. Transitional provisions

Any employees who on the date of publication of this Code are in any of the situations indicated in

Art.

6.3 or in any case in a situation of possible transgression of the provisions of this document must inform

the company of such situations in writing, within a period of not more than 20 days.