This document, denominated Code of Ethics (hereinafter also the “Code”) expresses the ethical commitment and responsibility in the pursuit of business activities and execution of company operations assumed by the personnel of GIOCHI DI LUCE S.R.L. (hereinafter also “GIOCHI DI LUCE” or the “Company”), whether they are directors, employees, or otherwise persons working with the company, and by all persons who occupy positions, also on a de facto basis, of representation, administration, management or control of the company or of its organisational units.
With regard to collaborators and consultants who work with the company, and all other third parties, signing of the present Code or an excerpt from the Code, or, anyway, adherence to the provisions and principles contained in the Code, is an essential precondition for the signing of contracts of any nature between the company and said parties; the provisions thus signed or otherwise approved also by tacit consent constitute a substantial and integral part of such contracts.
In sum, the Code of Ethics constitutes the set of values pursued by the company in the daily conduct of its business activities.
The present Code is drawn up pursuant to the terms and conditions of Italian legislative decree D.Lgs.
231/2001.
GIOCHI DI LUCE strives to pursue excellence in its operations through the application of innovation and quality. Innovation is a permanent goal of VIMEC personnel and is the result of constant, scientific, and detailed research performed also by continuous professional training aimed at the provision of the best customer service. Quality permeates throughout all activities of GIOCHI DI LUCE; the starting conditions for quality are the meticulous, methodical and constant control and verification of each phase of the life of the company, in each step of the services production process, from the purchase of raw materials through to the completion of the finished product. The quality of GIOCHI DI LUCE is the result of a culture that is shared and diffused throughout the company, and is reflected in the manufacture of efficient products that are of straightforward and intuitive use, guaranteed, able to meet the very latest requirements in their sector, and limit consumption in the utmost respect of their users and the
environment.
GIOCHI DI LUCE aspires to maintaining and developing relations of trust with its stakeholders, construed as the categories of individuals, groups, or institutions whose contribution is an essential ingredient in achieving the mission of GIOCHI DI LUCE. The term stakeholders therefore includes parties who make investments connected with the activities of GIOCHI DI LUCE, shareholders, employees and contractors, customers, suppliers, and business partners in general.
Unethical conduct in the pursuit of business activities compromises the relationship of trust between GIOCHI DI LUCE and its stakeholders.
Conduct in which any single individual, group, or organisation attempts to appropriate for themselves the benefits of the collaboration of others by exploiting positions of power is considered to be unethical and may lead to the emergence of hostile attitudes towards the company.
A good reputation is an essential intangible resource.
A good reputation outside the company stimulates investment by shareholders, loyalty of customers, attraction of the best human resources, the tranquillity of suppliers, and announces the company’s reliability in relation to creditors. The Code of Ethics is aimed at achieving a management style that draws inspiration from criteria of ethical conduct, professional integrity and economic efficiency in internal relations (top management, management, employees) and external relations (company and the market), with the goal of promoting unequivocally high standards of conduct and the inevitable economic benefits arising from the consolidation of the company’s good name.
The Code of Ethics is applicable to GIOCHI DI LUCE and it is consequently binding on the conduct of all its personnel (directors, statutory auditors, employees and external collaborators). The Code of Ethics is applicable in Italy and in all other countries, although with any local adjustments that may be necessary in consideration of the cultural, social, and economic diversities existing between the various countries in which GIOCHI DI LUCE conducts its business now and in the future..
GIOCHI DI LUCE undertakes to disseminate the Code of Ethics among external collaborators of the company, including those who hold discontinuous or temporary relations with the Company, and to
demand from said parties compliance with the obligations of the Code in the execution of their activities, and the adoption of initiatives of an internal nature such that are necessary in the event of refusal by third parties to comply with the Code or in the case of omitted or partial execution of the commitment assumed of observing the provisions set down in the Code.
The Code constitutes a set of principles whose observance is of fundamental importance in relation to the regular operation, managerial reliability, and corporate image of GIOCHI DI LUCE. These principles form a benchmark for operations, conduct, and relations within and outside the company.
In decisions that impact on relations with stakeholders (the choice of customers to serve, relations with shareholders, management of personnel or the organisation of work, selection and management of suppliers, relations with the surrounding community and the institutions that represent its interests), GIOCHI DI LUCE will strive to avoid all types of discrimination based on the age, gender, sexual orientation, health, race, nationality, political views, or religion of its counter parties.
In the framework of their professional activity, GIOCHI DI LUCE‘s collaborators are required to comply with statutory laws, the Code of Ethics, and internal regulations. Pursuit of the interest and/or anyway the perceived advantage of GIOCHI DI LUCE shall never justify any form of dishonest conduct.
In the pursuit of any activity, GIOCHI DI LUCE‘s collaborators are required to adopt ethical conduct inspired by the principles of fairness, transparency and professionalism. GIOCHI DI LUCE‘s collaborators must therefore avoid any whatsoever type of conflict between their personal interests, even indirect, and the interests of GIOCHI DI LUCE.
GIOCHI DI LUCE ensures confidentiality of the information, documents, studies, initiatives, projects and contracts in its possession, implementing measures designed to protect said information and prevent access to it by unauthorised persons, and abstains from using confidential data except in the presence of express and informed authorisation and actions performed in full compliance with statutory legislation. Moreover, GIOCHI DI LUCE‘s collaborators are required to refrain from utilising confidential information for purposes that are not connected with the execution of their duties.
GIOCHI DI LUCE is committed to generating value for its shareholders thanks to the management of the business in a profitable and responsible manner.
This is a guideline principle in the management of GIOCHI DI LUCE.
GIOCHI DI LUCE‘s personnel constitute an indispensable factor for the success of the company. For this reason, GIOCHI DI LUCE protects and promotes the value of its human resources with the aim of improving and increasing the know-how and the competitiveness of the skills associated with each member of personnel.
GIOCHI DI LUCE guarantees the physical and moral integrity of its personnel, together with working conditions that are respectful of individual personal dignity and safe, healthy workplaces. For this reason, requests or threats aimed at inciting persons to act in an unlawful manner or in a manner that is in violation of the Code of Ethics, will not be tolerated.
In entering into and managing contractual relations that imply the creation of hierarchical relationships, particularly with regard to labour relations, GIOCHI DI LUCE undertakes to use its best efforts to ensure that authority is applied in a fair and just manner, avoiding all forms of abuse or misuse. In particular, GIOCHI DI LUCE guarantees that persons in a position of authority shall not engage in the abuse of power in relation to their subordinates, nor infringe the dignity and independence of the company’s personnel, and that choices relating to work organisation are such as to empower and respect the integrity of its personnel.
Each recipient of the Code of Ethics performs his or her work activities with due diligence, efficiency, and fairness, using the instruments and time at his or her disposal in the best possible manner and assuming full responsibility in relation to his or her duties.
GIOCHI DI LUCE undertakes to inform its personnel of the provisions and application of the Code of
Ethics, instructing them to comply with the Code. Specifically, GIOCHI DI LUCE is responsible for distributing the Code among the intended recipients, for the interpretation and clarification of the provisions of the Code, for checking effective compliance with the Code, and for updating the provisions in relation to any new requirements that may emerge on a timeby-time basis.
With regard to internal control, GIOCHI DI LUCE adopts specific systems designed to: (i) ensure the adequacy of the various company processes in terms of practical effectiveness, efficiency, and economic viability; (ii) guarantee the reliability and accuracy of the accounting entries and the assets of the
company; (iii) ensure the conformity of operative actions in relation to internal and external regulations.
For the purposes of identifying and limiting company risks, the Internal Auditing function and the
Regulatory Body are set up with the role of checking, through the monitoring of the controls, the adequacy and functionality of the internal control system, and proposing to top management the implementation of an appropriate plan of action designed to mitigate the exposure to corporate risks that come to light at the time of auditing.
The Regulatory Body reports instead on a regular basis in relation to the duties performed to the Chief Executive Officer of GIOCHI DI LUCE, to the Board Assembly, and to the Board of Statutory Auditors of GIOCHI DI LUCE.
The evaluation of personnel to be hired is performed, in accordance with the procedures adopted by the company, on the basis of the correspondence of the professional profiles of job candidates with the requirements of the company, in compliance with the principles of equal opportunities for all the parties in question. The information requested is strictly connected to the checking of the aspects envisaged by the professional, psychological, and aptitudinal profile, in the respect of the private sphere and the personal opinions of the candidate in question.
GIOCHI DI LUCE guarantees the application of equal employment opportunities, taking all the necessary action to avoid any form of discrimination on the basis of race, skin colour, gender, creed, nationality, and age.
GIOCHI DI LUCE undertakes not to award any advantage to candidates recommended by third parties, particularly third parties connected with the Public Administration or customers of the company. In the case of recommendations of candidates to function heads, or to employees, by parties who are members of the Public Administration, immediate notification will be forwarded to the Regulatory Body, which will proceed to carry out all the checks it deems necessary. If the candidates recommended by the foregoing parties should be suitable to fill a position in the company, hiring of said candidates must be anyway authorised beforehand in writing by the Regulatory Body.
Company managers and supervisors are responsible for ensuring the observance of the principles of equal opportunities also in the administration of work relations, in maintaining the workplace free of discriminatory attitudes and conduct, and in the prompt identification and resolution of any related problems.
Each person in a position of responsibility is required to make optimum use of the working hours of his or her subordinates by requesting activities that are consistent with the duties of each person and with the work organisation plans. The request, in deference to a hierarchical superior, for personal favours or any whatsoever behaviour that could be construed as a violation of this Code of Ethics shall be considered to be an abuse of the authority vested in the person responsible for such actions.
GIOCHI DI LUCE promotes the maximum participation of personnel in the execution of work activities, also arranging initiatives for participation and discussion and making of decisions that are functional to the achievement of the corporate goals. Willingness to listen to different viewpoints, compatibly with the professional requirements of the company, allows persons in a position of responsibility to reach their final decisions; in this context members of personnel are anyway expected to apply their best efforts in assisting with the implementation of the informed decisions that are taken by their superiors.
GIOCHI DI LUCE undertakes to disseminate and consolidate a culture of safety, developing the awareness of risks and the observance of the regulations in force, and promoting responsible behaviour among all personnel; moreover, it shall apply its best efforts to protect, primarily with preventive actions, the health and safety of its workers and the interests of the other stakeholders of the company.
It is the goal of GIOCHI DI LUCE to protect its human resources, assets, and capital, by constantly seeking out the necessary synergies, not merely within the confines of the company but also through the
development of proactive relations with its suppliers and with the companies and customers involved. For this purpose GIOCHI DI LUCE performs actions of a technical and organisational nature through:
GIOCHI DI LUCE, in compliance with safety regulations, inspires its conduct to the follow principles:
The company follows such principles to undertake the necessary actions to safeguard the health and safety of its workers, including the activities of prevention of professional risks, of information and communication and the arrangement of the organization and of the necessary means.
The whole company, both at the top and at operational levels, when decisions have to be taken and choices have to be made, and, subsequently, when they have to be enforced, is compliant with these principles.
GIOCHI DI LUCE undertakes to protect the moral integrity of its personnel by ensuring entitlement to working conditions that are respectful of personal dignity. It therefore safeguards workers from acts of psychological abuse and takes action against any attitudes or forms of conduct that are discriminatory or damaging to the individual, his or her personal beliefs and preferences (for example, without limitation, insults, threats, isolation or intrusiveness, blocking of career advancements).
Sexual harassment and all types of conduct or verbalisation that may be offensive to the individual will not be tolerated.
Any collaborator of GIOCHI DI LUCE who considers he or she has been a victim of harassment or
intimidation, or who has suffered discrimination for reasons related to age, gender, sexual orientation, race, health, nationality, political opinions or religious beliefs, is encouraged to inform the Regulatory Body of such occurrences so that the appropriate steps can be taken to establish whether the Code of Ethics has been effectively violated. In this context, disparity between co-workers shall not constitute a matter of discrimination when such disparity is justified or justifiable on the basis of objective criteria.
The information, data, and knowledge acquired, processed, and managed by company employees during the normal course of their working activities must remain strictly confidential and be suitably protected. Such information cannot be utilised, disclosed, or disseminated, either within the GIOCHI DI LUCE or outside the company, except in full compliance with the provisions of the applicable legislation and the relevant company procedures. Confidential information to be interpreted as the sole property of GIOCHI DI LUCE, includes, by way of example and without limitation:
The personnel of GIOCHI DI LUCE must anyway keep confidential all other information that comes to their attention, the diffusion of which might result in prejudice for GIOCHI DI LUCE.
In dealing with such data and information GIOCHI DI LUCE personnel must adopt the maximum attention and confidentiality, avoiding any form of conduct that might lead to the implicit disclosure of information that is the property of the company and has not yet been published, either in respect of colleagues or other parties.
In addition, the personnel who have a relative within the third degree that has direct (owner) or indirect (employment) activity that will be in competition with the business of GIOCHI DI LUCE, is required to disclose the situation to management that will evaluate the compatibility of the functions in the customer management to protect the information assets of the business and its customer portfolio.
The confidentiality of company data, when rejected by co-workers (employees), is unlawful and improper ethical behavior and is punishable by the application of the disciplinary system of the Italian CCNL of GIOCHI DI LUCE which also refers to the disciplinary system adopted by the Regulatory Body. Such
systems may lead to disciplinary suspension from work or dismissal for right cause.
In the execution of their work and in the framework of their competences and responsibilities, the personnel of GIOCHI DI LUCE must record and process data and information in an accurate, precise, and
comprehensive manner.
The company’s accounting, economic, and financial registrations and entries must be based on these values, reflecting exactly the situation that is described in the supporting documentation.
Accounting records and economic and financial information cannot be transmitted or disclosed to third parties without the prior authorisation of the competent company function. For this purpose the company has implemented and maintains in an active and updated condition, by means of its internal structure that governs its information systems, the functionalities of the operating systems and company applications designed to prevent unauthorised disclosures and distortion of corporate data and information.
Employees who become aware of possible omissions, falsifications, misrepresentations, or alterations of the accounting registrations and/or associated documents are required to inform their direct superior and the Regulatory Body immediately.
All personnel of GIOCHI DI LUCE (for personnel intending also employees) must avoid situations in which possible conflicts of interest may emerge and must also abstain from seeking to gain personal advantage from business opportunities that come to their attention during the course of their professional duties. By way of example and without limitation, conflicts of interest may emerge in the following situations:
If even an apparent conflict of interest should occur and in all cases subject to major matters of personal interest, the employee or collaborator in question is required to inform his or her superior, who will inform the Regulatory Body, which will assess the effective presence of a conflict of interest on a case-by-case basis with the aid of the Internal Auditors. The collaborator in question is also required to provide information concerning the activities performed outside working hours in the event that these might appear to be in conflict with the interests of GIOCHI DI LUCE.
If a director has an interest of his or her own or in relation to third parties in a specific operation of the company, said director must inform the other directors and the Board of Statutory Auditors, specifying the nature, terms, origin, and magnitude of said interest. If the person in question is the Chief Executive Officer, he or she must also refrain from performing the operation in question. If the person in question is a sole director, he or she must disclose the relative situation at the first Board of Director ‘ meeting to be held after said potential conflict of interest arises. In the foregoing cases the deliberation of the Board of Directors shall adequately motivate the reasons and interest for the company in relation to the operation in question, also providing prompt notification to the Regulatory Body.
All personnel are required to apply the utmost diligence in protecting company property through the adoption of responsible forms of conduct in line with the provisions of the operative instructions that govern the use of such property. In particular, each collaborator must:
All personnel are responsible for the protection of the resources assigned to them and are required to inform their direct superior promptly of any threats or events that are potentially harmful for the Company. The protection and preservation of such property and assets constitutes a fundamental value for safeguarding the interests of the company and it is the responsibility of workers (in the execution of the company activities) not only to protect such property and assets, but also to prevent their fraudulent or improper use. Employees are entitled to use company property exclusively for the execution of company activities or the purposes authorised by the relevant company functions.
GIOCHI DI LUCE reserves the right to prevent nonconforming uses of its property by the adoption of accounting systems, financial audit reporting systems, and risk prevention and analysis systems, in strict compliance with the provisions of statutory legislation (laws concerning privacy, statute of workers, etc.).
With regard to software applications, all employees are required to:
In their business relations with third parties, the personnel of GIOCHI DI LUCE are required to adopt ethical and law-abiding conduct inspired by values of the utmost fairness and integrity.
In commercial or promotional relations and initiatives the following are prohibited: practices and conduct of an illegal or collusive nature, illicit payments, attempted bribery, favouritism, solicitations made either directly or through third parties for personal benefits and career advancement for self or for others such that are in conflict with the law, regulations and/or standards that are the subject of this Code of Ethics.
The acquisition of information relative to third parties that is from public or private sources or from specialised institutions and/or organisations must be performed using methods that are allowed by the provisions of statutory legislation. If personnel are in a position in which they may receive confidential information, they must undertake to administrate such information with the utmost secrecy and
confidentiality to avoid a situation arising wherein GIOCHI DI LUCE may stand accused of improper
appropriation and use of said information.
No form of gifts are permitted that can be interpreted as exceeding normal commercial practices or
courtesy, or anyway given with the intention of receiving preferential treatment in the pursuit of any activity connected with the business of GIOCHI DI LUCE. In particular, it is forbidden to make any form of gift to Italian or foreign public officials or their families such that could influence their independent judgement or lead to the attainment of any whatsoever type of advantage.
This rule concerns both gifts that are promised or offered and gifts that are received, with the term gifts being construed to mean any whatsoever type of benefit. In sum, GIOCHI DI LUCE shall abstain from practices that are not allowed by the law, by good commercial practice, or by the codes of ethics – if their contents are known – of the companies or organisations with which the company entertains relations. On an entirely exceptional basis it may be admissible to accept exclusively gifts of a purely symbolic or personalised nature, provided that such gifts are anyway of modest economic value. Offers of monies to GIOCHI DI LUCE personnel by customers, suppliers, or third parties are illicit and the perpetrators of such actions are punishable in accordance with the articles of law.
Personnel of GIOCHI DI LUCE who receive gratuities or benefits not falling into the classification of permissible gratuities or benefits are required to notify the Regulatory Body of such a situation, which will evaluate the appropriateness of such a gift or gratuity and notify the sender of the relevant policies of GIOCHI DI LUCE.
GIOCHI DI LUCE considers customer satisfaction as a factor of primary importance underpinning its success. Particular attention is awarded to understanding the needs of customers and preparing the solutions that are best fitted to meeting their requirements. Specifically, the strategy of GIOCHI DI LUCE consists in guaranteeing adequate quality standards of services/products offered on the basis of predetermined levels, and periodically monitoring the perceived level of quality.
Procurement processes are developed in consideration of the need to obtain the maximum competitive benefit for GIOCHI DI LUCE, the intention of granting equal opportunities for all suppliers, and in consideration of the principles of loyalty and impartiality.
In the choice of suppliers it is not permissible to exert undue pressure such as to favour one supplier rather than another and undermine the credibility and trust that the market places in the company in relation to the transparency and rigour of application of the law and company procedures.
Relations with institutions are reserved exclusively to the specifically delegated company functions.
Relations must be characterised by the maximum transparency, clarity, and integrity, and must be such as to avoid inducing the private or public institutional subjects with which the company has relations of various types into interpretations that are of an incomplete, false, ambiguous, or misleading nature.
GIOCHI DI LUCE undertakes to protect the environment, which is construed as a primary resource. Considering protection of the environment for the benefit of the community and future generations as an essential requirement, GIOCHI DI LUCE adopts the most suitable environment protection measures, promoting and planning the development of activities in accordance with said goal. To this end, GIOCHI DI LUCE undertakes to minimise the environmental and landscape impact of its activities in compliance with statutory legislation and the progress of scientific research and best practices in the field.
GIOCHI DI LUCE does not fund Italian or foreign political parties, their representatives or candidates, and does not sponsor conventions or events whose scope is the dissemination of political propaganda. It also abstains from exerting any form of direct or indirect pressure on politicians (for example by the acceptance of recommendations for hiring of staff, consultancy contracts, etc.). GIOCHI DI LUCE does not make contributions to organisations with which a conflict of interest may exist (trade unions for example).
GIOCHI DI LUCE does not withhold or delay the provision of information required by competent authorities and other regulatory entities in their inspection functions, and the company also collaborates proactively during the course of summary investigations.
Grants, subsidies, or loans obtained from the European Union, the Italian Government, or any other Public Authority, even of modest value and/or amount, must be utilised for the purposes for which they were requested and disbursed.
Likewise, in the case of participation in publicly disclosed procedures, the recipients of the present Code shall operate in compliance with the law and best commercial practices, specifically refraining from taking action that might induce Public Administrations from acting in such a way as to unfairly benefit the company.
Relations with the mass media are characterised by observance of the principle of the right of information.
Communication to the periphery of data or information must be truthful, accurate, clear, transparent, respectful of the dignity and privacy of individuals, coordinated and coherent with the policies of GIOCHI DI LUCE. Information concerning GIOCHI DI LUCE disseminated to mass media may be disclosed only by the specifically delegated company functions (Chief Executive Officer), or with the permission of these latter, in compliance with the procedures set down herein.
With regard to the Code of Ethics the Regulatory Body is responsible for the following:
Specifically, the aims are as follows:
The Code of Ethics is brought to the attention of internal and external stakeholders by means of a programme of dedicated communication activities. With the purpose of ensuring the correct understanding of the Code of Ethics, the company management, with the assistance of the personnel function, prepares and implements, also on the basis of suggestions from the President of the Regulatory Body, a training programme aimed at diffusing awareness of ethical principles and rules. Such training initiatives are differentiated in accordance with the role and specific responsibilities of the personnel to whom they are addressed.
In the event in which even one of the provisions of the present Code should come into conflict with prescriptions contained in internal regulations or procedures, the Code shall prevail over any such prescriptions.
All amendments and additions to the Code, validated by the Regulatory Body, must be approved by the Board of Directors, after having heard the opinion of the Board of Statutory Auditors, and promptly disseminated to the personnel and external collaborators of GIOCHI DI LUCE.
Full compliance with the Code of Ethics shall be considered to be an essential part of the contractual obligations assumed by employees, by external collaborators, by directors, and by persons having business relations with the company.
The obligation of employees and top management to comply with the Code of Ethics is added to the obligations of complying with general rules of loyalty, fairness, and execution of the terms of the
employment contract in good faith, and is required also pursuant to the terms and effects of art. 2104 and 2105 of the Italian civil code.
Any violation of the rules of the Code of Ethics may be considered as a violation of the obligations arising under labour relations, with respect to the procedures provided for by art. 7 of Italian law no. 300 of 30 May 1970 (Workers Charter) entailing the consequences provided for by the employment contract and the law, including disciplinary action and/or severance of the employment contract, and may also lead to claims for compensation for damages arising from any such violation.
In relation to internal and external personnel, directors, and third parties, any violation of the rules of the Code of Ethics constitutes a serious violation of contractual obligations as defined by art. 1453 of the Italian Civil Code and shall automatically entail all the relative legal consequences, also in relation to termination of the contract and/or cancellation of any appointments that may have been made, and may
also lead to claims for compensation for damages arising from any such violation.
