Code of ethics and conduct - Ruspa Officine S.p.A

1. GENERAL PRINCIPLES

The Code of Ethics is the primary tool for implementing ethics within the company, aimed at clarifying and defining the principles that recipients of the code are called upon to adhere to in their reciprocal relations, as well as in their relations with reciprocal stakeholders in the Company. The recipients are therefore called upon to respect the values and principles of the Code of Ethics, and are required to protect and preserve the respectability and image of Ruspa Officine S.p.A. through their conduct, as well as the integrity of the economic and human capital of the company.
Ruspa Officine S.p.A. establishes respect for the laws and regulations currently enforced in all the countries where it operates as its foundational principle. Every employee of Ruspa Officine S.p.A. must commit to respect that laws and regulations currently enforced in all the countries where the company operates.
This commitment must also extend to consultants, suppliers, customers and anyone who has relations with the company. The company will not initiate or pursue any relations with anyone who does not commit to align with this principle.
The employees must be fully aware of the law and subsequent conduct; should any doubts exist about how to proceed, the company must adequately inform its employees.
The company must ensure adequate training and awareness-building programs to provide continuous information about issues pertinent to the Code of Ethics.
All of the actions and transactions of the company must be properly recorded, and verification of the decision-making, authorization and implementation processes must be possible.
Adequate documentation must be ensured for all transactions to allow performing checks at any time to attest to the characteristics and motivations for the operation, and to identify who authorized, implemented, recorded, and verified the transaction.
It is not permitted to offer money or gifts to directors, functionaries or employees of Customers or their relatives, whether Italian or foreign, unless these are gifts or amounts of modest value.
It is forbidden to offer or accept any object, service, provision or favour of value to obtain a more favourable treatment in relation to any relations with customers.
In those countries where it is customary to offer gifts to Customers or others, it is possible to accept these when the gifts are appropriate in nature and have modest value, but always in respect of the law. This should never be interpreted as something done in exchange for favours.
When any kind of business negotiations are underway with Customers, the assigned personnel must not attempt to improperly influence the decisions of the counter-party, including those functionaries who negotiate and make decisions on behalf of the Customer.
If the company uses a consultant or a "third party" for representation in relations with the Customer, the company must ensure that the same directives that are valid for the company are also applied to the consultant or their personnel or third parties.
Over the course of business negotiations or commercial relations with Customers, the following actions (direct or indirect) are forbidden:
- examining or proposing employment and/or commercial opportunities that could benefit the employees of Customers at a personal level;
- offering or in any way providing free merchandise;
- soliciting or obtaining confidential information that could compromise the integrity or reputation of either party.
Any violation (actual or potential) committed by the company or by third parties must be promptly reported to the internal competent departments.

2. CORPORATE MANAGEMENT

The corporate entities of the company, fully aware of their responsibilities, are inspired on the principles set forth in this Code of Ethics, basing their activities on the values of honesty, integrity in the pursuit of corporate objectives, loyalty, correctness, respect of people and rules, reciprocal cooperation. The commitment by Board Members and the President is the responsible conduction of the company; in the pursuit of objectives to create value; the commitment of Auditors is the exact performance of the functions officially assigned to them. The collaboration between the Administrators, President and Auditors is based on a system of the shared strategic-operative objectives of the company, where the different managerial, coordination, specific department and control roles exist in harmonious balance.The single entities are responsible for evaluation of conflict of interest or incompatibility of departments, assignments and positions, both inside and outside of the company. It is the responsibility of each Board Member and Auditor and the President to employ maximum rigor in the assessment of these events, to favour a transparent and profitable relationship between the company and the subjects involved in corporate business, institutions, shareholders and end users.The members of the corporate entities have the following responsibilities: conduct inspired by autonomy and independence, providing correct information,conduct inspired by integrity, loyalty and a sense of responsibility towards the company,firm and informed participation,awareness of roles,sharing of objectives and constructive criticism, to ensure significant personal contribution.The legitimate manifestation of divergent positions cannot result in detriment to the image, prestige, and interests of the company, which the management entities are responsible for defending and promoting. Any possible interviews, statements and any intervention in public must strictly align with this principle.Information received for official reasons is considered confidential and any uses not derived from the performance of corporate business by the departments led by each Board Member, Auditor, CEO or President are forbidden.The commitments of loyalty and confidentiality assumed by acceptance of roles are valid also for the Board Members, Auditors, CEO and President after they conclude their relationships with the company.

3. HUMAN RESOURCES

The company attributes maximum importance to the work performed inside of the company, contributing directly to the development of the company, because it is through human resources that the company is able to provide, develop, improve and guarantee optimal management of its services. It is also in the interest of the company to favour the professional development and growth of each resource, also for the purpose of cultivating the skills of each employee or collaborator.
In particular, the company:

commits to creating conditions in the workplace that safeguard the psychological and physical integrity and health of workers and respect their moral personalities, preventing any discrimination, illicit conditioning and undue disadvantages.
considers legal compliance and continuous improvement to be fundamental ethical principles.
commits to adopt general prevention principles in the implementation modification and conduction of working activities.
adopts criteria based on merit, skill and nevertheless a strictly professional basis for any decisions relative to the working relationship with its employees and external collaborators; discriminatory practices in the selection, hiring, training, management, development and compensation of personnel, as well as all forms of nepotism and favouritism, are expressly forbidden. Any hiring or promotions must respect criteria founded on merit and competence.
requires managers and all collaborators, with the whistle-blowing manager (Carola Ruspa), to adopt behaviours that are in alignment with the principles set forth in the previous points, necessary for their concrete implementation.

Without prejudice to legal and contractual provisions governing the duties of workers, and in particular those referring to the protection of health and safety in the workplace, employees are required to exhibit professionalism, dedication, loyalty, collaborative spirit and reciprocal respect.

The dynamics that characterize the context in which Ruspa Officine S.p.A. operates require the adoption of transparent conduct. The principle that acts as the key to success is based on the professional and organization contribution of each of the human resources.

Every employee or collaborator of the company:

directs their work towards professionalism, transparency, correctness and honesty, contributing with their colleagues, supervisors and collaborators in the pursuit of shared goals.
imprints their own work, regardless of the level of responsibility connected with their role, with the highest efficiency, following all operating instructions provided by their superiors.
adjusts their behaviours inside and outside of the company to align with the principles and values set forth in this Code, aware of the responsibility to respect company requirements over the course of performing their work.
assumes, in all relations with colleagues, behaviours characterized by principles of civil co-existence and total collaboration and cooperation.
considers confidentiality to be a vital principle of business.

Respect for the law and current regulations (whistle-blowing) is a specific obligation for each employee, as they are required to report the following to their supervisor:

any violation - committed in the context of the company - of legal standards or regulations, or of this Code;
any omission, falsification or negligibility in accounting records or recording of documents used for accounting purposes;
any irregularities or malfunctioning relative to the management and methods of provision of services, with the assurance that no kind of retaliation will be made against them for doing so.

The following are forbidden for all employees:

the pursuit of personal interests to the detriment of corporate interests;
the use of the name and reputation of the company for private purposes and the use of the position held in the company and information acquired over the course or professional activities for personal gain;
the adoption of any behaviours that could compromise the image of the company;
the use of company property for purposes not related to the company;
the wasteful consumption or irrational use of means and resources;
the improper distribution of information or news regarding the company to third parties for private purposes;
providing work activities - also free of charge - in conflict or in competition with the company.

It is mandatory to avoid all situations, even with only apparent conflict of interest with the company, and nevertheless to report the occurrence of said situations to the management of the company.
The employee will inform their superior of any financial or non-financial interests that they or their relatives or acquaintances or subjects with whom they have had business relationships paid in any form who have any business connected with the company. In all of the aforesaid cases the manager will assess the option of the employee abstaining from participating in relative activities.
In the fulfilment of their work activities, the employee ensures equal treatment of all those who come into contact with the company.
They will not accept or consider any recommendation or reports, under whatever guise, in any form, in support of or to the detriment of subjects who they come into contact with for official reasons.
The interruption or conclusion of the working relationship with the company, whatever the cause, does not justify disclosure of confidential information or remarks that could cause damage to the image and interests of the company.
Employees are required to use the means placed at their disposal in respect of their destination of use and in a way that safeguards their functionality and conservation.
All employees commit to respect the Corporate Standards governing personnel.

3.1 Hierarchical relations

The behaviour of each manager aligns with the values in the Code of Ethics and constitutes an example for their collaborators.
Managers cultivate relations with their collaborators that are characterized by reciprocal respect and fruitful cooperation, favouring the development of a sense of belonging in the company. Motivating employees and promoting the values of the company are essential, to cultivate acceptance and sharing of these values: for this purpose, it is required to implement and maintain correct, valid and motivated flows of information, making the employee aware of the contribution to corporate business of every human resource involved.
Each manager supports professional growth of assigned resources, taking the aptitudes of each into consideration when assigning duties, to instil efficiency into the workplace. All employees are guaranteed the same opportunities to express their professional potential.
Every manager pays due attention, where possible and opportune, to follow up on suggestions or requests from their collaborators, for the purpose of ensuring total quality, favouring motivated participation in the Ruspa Officine S.p.A. business.
The management is called upon to favour a positive approach to control functions, from the perspective of total, aligned collaboration, while promoting the sense of belonging in the company.
The controls system contributes to improving efficiency in corporate processes; it is therefore the common objective of all levels in the organizational framework to promote its efficient operations, first through strict respect of internal procedures, to facilitate identification of responsibilities.
Collaborators (internal and external) are asked to adhere to the principles set forth in the Code of Ethics.
Paid compensation must be commiserate with the role indicated in the contract and payments cannot be made to any person different from the counter-party in the contract, nor to any other country than that of the parties.

3.2 Working conditions and human rights

As a company, we work to protect the rights of everyone working for and with us.

The Code aims to ensure that all members of the Ruspa Officine S.p.A. workforce act with the highest level of integrity, comply with applicable laws and build a better future for our Company and the communities in which we do business. The Ruspa Officine S.p.A. endorses the United Nations (“UN”) Declaration on Human Rights, the Italian Collective Labour Constitution (CCNL) and the Collective bargaining agreement. Accordingly, the Code is intended to be consistent with such guidelines.

Ruspa Officine S.p.A. protect and promote all regulations in force to protect human rights and children’s rights as a fundamental and general requirement throughout the world.
The Company reject all use of child labour and forced or compulsory labour as well as all forms of modern slavery, human trafficking, harassment and discrimination. This applies not only to cooperation within Ruspa Officine S.p.A. but also as a matter of course to the conduct of and toward business partners.

Employees can also give a contribution to respecting human rights regarding human rights as a fundamental guideline and checking against human rights abuse happening around them. If they have concerns regarding abuse in their professional surroundings, they can prevent it and/or stop it.

Ruspa Officine S.p.A. do not discriminate or tolerate discrimination on grounds of ethnic or national origin, sex, religion, views, age, disability, sexual orientation, skin colour, political views, social background or any other characteristics protected by law. We embrace diversity, actively encourage inclusion and create an environment that fosters each employee’s individuality in the interests of the Company. As a matter of principle, our employees are chosen, hired and supported based on their qualifications and skills.
We pay fair wages and support the rights of all workers from unequal treatment.

3.3 Safety, health and the environment

Ruspa Officine S.p.A. is committed to carrying out our business in an environmentally responsible manner, and to promoting a safe and healthy workplace for all our people.

We manage our environmental impact and seek to continuously improve the sustainability of our activities by, among other things, economizing on our use of non-renewable energy and raw materials; minimizing the amount of waste we generate, and minimizing any adverse environmental effects associated with our products.
The Company also works to identify, mitigate and monitor existing and emerging risks to the environment associated with our business activities, as well as to the health and safety of our employees and others who visit or work on our premises, and to the communities in which we operate.
We go beyond legal minimums to proactively reduce the potential for exposure to chemical, biological, physical and other hazards in the workplace; reduce the risk of other accidents in our research and manufacturing facilities; promote safe driving and help our staff to manage their health and wellbeing.

We also aim to promptly and effectively respond to, investigate and share learning from incidents that resulted in, or had the potential to result in, serious illness or injury or environmental harm, and to take any appropriate corrective action promptly.
Everyone is expected to integrate safety, health and environmental considerations into their day-to-day work activities. Line managers also have a duty to provide their teams with a safe and secure business environment, including building awareness of potential security risks and how they should be managed.

Safety and health include the prevention of illness and injury and the promotion of wellbeing and job satisfaction in the workplace. Safety and health laws and regulations exist to safeguard the working conditions of employees, and of visitors to business premises.
We are committed to minimizing any adverse environmental effects from our activities and products, while working to reduce our consumption of natural resources and otherwise operating in an environmentally sustainable manner.
Attention to the environment at Ruspa Officine S.p.A. is best demonstrated by the presence of a 200 kw solar power system, which since its installation has resulted in comprehensive savings of more than 1,100,000.00 kg of Co2, equivalent to more than 2,700.00 barrels of petroleum. Whatever is not produced in our plant is purchased on the market through supply contracts that require that more than 70% of power is supplied by natural gas and/or renewal sources.

4. RELATIONS OUTSIDE OF THE COMPANY

4.1 Relations with Institutions

In full respect of the roles and their respective functions, the company has relations with state run administrations, competition and control authorities, public entities, local administrations and entities, and public organizations.
Relations with Customers must be characterized by clarity, transparency and professionalism, acknowledgment of respective roles and organizational frameworks, also to create a positive relationship based on substantial respect of applicable regulations.
The competent corporate functions maintain necessary relations with institutions, in respect of the General Principles set forth in this Code of Ethics. Each employee is required to conform with the same principles of transparency, respect of obligations and collaboration with the Authorities.

4.2 Relations with customers and suppliers

Correctness, professionalism, efficiency, seriousness and reliability constitute the basis for building a valid business relationship, also with suppliers and external collaborators, who are selected based on values inspired by the same referenced objective elements. It is mandatory for company employees to ensure equal opportunity to all suppliers in possession of the required requisites.
The selection of suppliers and determination of purchasing terms must be based on an objective assessment of quality, utility, the price of goods and services required, the ability of the counter-party to rapidly supply and guarantee the goods and services at a level that is adequate for the needs of the company, as well as for its integrity and solidity.
In relations with customers and suppliers or with other subjects with whom they come into contact for reasons related to work, the company management and employees cannot accept any compensation, free gifts or favourable treatment with more than a mere symbolic value; the employee has the obligation to inform their immediate superior about any offers received in this sense. Similarly, it is forbidden to offer or issue any undue compensation, free gifts or favourable treatment with more than a mere symbolic value and nevertheless beyond normal courteous relations, with the intent of illicitly favouring the interests of the company.

5. INFORMATION POLICY

The disclosure of confidential information or information reserved for internal use to any third parties requires authorization by a manager in full respect of corporate procedures.
The protection of corporate assets includes safekeeping and protecting the material and intellectual property of the company, as well as the information and data belonging to the company, which the employees may become aware of through official channels. Due to the strategic importance of this information, it is necessary that it is correctly shared to allow reaching objectives shared by different company functions, in full awareness that unauthorized disclosure, tampering, improper use or loss could result in damages to the company and its shareholders.

5.1 Handling of data and information

The company guarantees that processing of the personal data and sensitive information relative to its employees and third parties shall respect the current privacy laws.
Employees are required to ensure any personal data they may become aware of are handled in the most adequate way to protect the legitimate interests of the data subjects and their confidentiality, dignity and image. Carrying out company business requires internal and external acquisition, conservation, processing, communication and circulation of documents, studies, written data, and information, remote and/or verbal information. This information, acquired and processed by employees as part of their work duties, must be disclosed in full respect of the obligations of diligence and trust derived from standards and the work contract, as well as in full respect of legal standards.
The recording of accounting registers takes place in compliance with the principles of transparency, truthfulness, completeness of information, which guide the entire information policy of the company.
The records of company accounting must be based on precise, complete and verifiable information.
All accounting registry entries must reflect the nature of the transaction, representing its substance and based on adequate supporting documentation, to allow:

facilitating accounting records;
identification of different levels if responsibility;
accurate reconstruction of the transaction.

The Board of Auditors has free access to the data, documentation and information useful for carrying out its assigned auditing activities. All employees are required to offer their full collaboration for this purpose.

6. OBSERVANCE OF THE CODE

6.1 Mandatory observance

Observance of the standards set forth in the Code of Ethics is an essential aspect of the contractual terms of employees. The mandatory observance of this Code is included in fixed term contracts. Violation of the provisions set forth in the Code of Ethics by any employees or collaborators constitutes non-fulfilment of contractual obligations and may, depending on the specific case, result in:

application of sanctions and disciplinary measures according to the applicable collective labour contract;
termination of the working relationship;
application of penalties;
compensation for damages.

6.2 Reference framework

No one must ever presume that the standards can be ignored in the best interests of the company.
Furthermore, no one within the company has the authority to issue orders or directives in violation of this Code.
Each collaborator or employee is required to promptly report:

possible non-observance of this Code,
any requests to violate this Code, coming from anyone, to their superior, or alternatively, directly to the head of the department.

The Board of Directors

ensures maximum diffusion of the Code of Ethics to all workers (employees and collaborators), suppliers and shareholders, providing the necessary interpretive support for the provision set forth in the Code;
prepares communications for the purpose of improving knowledge about and implementation of the Code;
participates in the definition of criteria and procedures to reduce the risk of violating the Code, collaborating with competent functions on a case by case basis;
undertakes the necessary inspections upon occurrence of any notification of violation of the Code of Ethics, also for the application of necessary sanctions and disciplinary measures by competent functions;
periodically monitors the state of application of the Code within the company.

Evp and HR Manager

firma carola