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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.