OVERVIEW
The Code of Ethics is based on Principles of Conduct and Action which Vimar and its Subsidiaries (hereinafter jointly referred to as ‘Vimar’), have adopted over time, during the incorporation and operation/performance of their activities, and which have been shared and applied by all their directors, managers and employees.
These principles have now been laid down in this Code of Ethics and all Vimar personnel are required to apply and ensure compliance with said principles. Vimar also takes steps to ensure that all parties with which it interacts abide by the same principles. The Code of Ethics represents Vimar’s commitment to manage its activities in compliance with the laws in force and with the ethical rules that Vimar has adopted, and is an integral and substantial part of the Organisation, Management and Control Model that it has adopted in accordance with the provisions of Italian Legislative Decree No. 231/2001 on the Companies’ administrative liability.
This Code of Ethics, approved by Vimar’s Board of Directors, sets out the rules of conduct aimed at protecting the company’s reputation, in accordance with the principles and values shared by Vimar over the years.
These principles play a key role in all countries where Vimar conducts its business. Therefore, all employees/collaborators, being part of the Vimar Group, shall undertake to comply with the Code of Ethics and collaborate with the Company in order to observe and enforce the provisions contained therein.
The Code of Ethics does not deal with every single ethical principle with which each employee/collaborator must comply when performing their activities for Vimar, and does not replace – but rather supplements – the applicable legislative provisions and laws, internal regulations, procedures and/or organisational provisions in force within Vimar, which are available on the company Intranet.
PRINCIPLES OF CONDUCT
Vimar conducts its business by basing every relationship/action on lawful and honest conduct, which for years has guided the trust that underpins relations with our customers, suppliers and the community.
Vimar carries out its activities in compliance with the laws in force in the countries where it operates, including in terms of prevention and/or limitation of the Company’s administrative and criminal liability. Every person operating in the name and on behalf of Vimar must comply with the principles contained in this Code of Ethics when carrying out activities with or on behalf of Vimar.
The Principles of Conduct commit all of our experience, intelligence and will to work with passion, enthusiasm and positive energy:
a) Professional commitment, in performing the assigned tasks, by constantly applying the skills and knowledge acquired and updating them. All employees/collaborators shall undertake to oversee their skills and professionalism, enhancing them through the experience and collaboration of colleagues, adopting a constructive and proactive attitude, basing their decisions on principles of sound and prudent management, carefully assessing potential risks, and being aware that personal choices contribute toward positive business results.
All employees/collaborators shall undertake to make their own effective contribution with respect for the environment, and health and safety at work in particular.
b) Respect for people is an essential requirement for each person’s individual and professional development, and the quality of individuals is fundamental to growth and progress. We want the best from and for people, with a view to consistency and transparency. We develop and reward valuable people who approach the company proactively and have a sense of responsibility and team spirit. We reject management or operational methods that prioritise personal satisfaction over the Company’s interests.
c) Integrity requires everyone to behave honestly in their professional activities. It does not allow for any compromise in terms of conflict between personal interests and the interests being pursued by virtue of one’s professional activity, both within the Company and in relations with third parties, whatever the local practices may be.
We are committed to spreading a culture of respect for the environment, territory and health.
d) Loyalty requires honesty and integrity when interacting with colleagues and external collaborators. It means complying with the Company’s internal rules and provisions, based on an approach of transparency towards everyone and at all times.
PRINCIPLES OF ACTION
Vimar has also sought to define the Principles of Action that govern the activities of all its directors, managers, employees, collaborators and/or third parties operating in the name and on behalf of Vimar in performing their duties. Quality is our creed and is what underpins our consolidated reliability.
We work with economic sensitivity, while respecting the law, the environment and health and safety at work. We plan our activities and monitor their results in accordance with the principles of transparency as laid down by tax, accounting, administrative and corporate law.
a) Respect for people
Vimar puts people first, it values and protects them, which is why it intends to ensure that every employee has fair, equitable working conditions that comply with the law, while also guaranteeing a company welfare system.
Child labour
Vimar guarantees the elimination of all forms of child labour, and does not employ persons younger than the required age for starting work as established by the regulations of the place where its activities are carried out. Vimar undertakes not to enter into or maintain supply relationships with parties that do not respect this principle.
Freedom of association
Vimar guarantees its employees the right to be represented by trade unions or other elected representatives in accordance with the legislation and practices in force. Vimar adopts a constructive approach and relationship when negotiating with trade unions.
Equal opportunities
Vimar undertakes to ensure that all aspects of the employment relationship, such as recruitment, training, remuneration, promotions, transfers and termination of the relationship are based on objective criteria tied to the type of job and skills, avoiding any form of discrimination and, in particular, discrimination based on race, gender, sexual orientation, social and personal position, physical condition and health, disability, age, nationality, religion or personal beliefs. Vimar is committed to offering equal opportunities in employment and career advancement to all employees. Any type of behaviour contrary to these principles, whether inside or outside the Company, is considered unacceptable.
b) Respect for rules in business practices
Vimar encourages ethical business practices based on honesty and loyalty, ensuring that its employees’ conduct meets these principles. Commercial relations are based on agreements established and concluded in compliance with national, European and international law with particular regard to free competition and in line with non-discriminatory commercial practices. As such, no employee shall abuse privileged information, provide false or inaccurate information or engage in unfair practices and behaviour.
c) Respect for the law
In every field, the Company applies the laws and regulations in force in the country or countries where it operates, including through its subsidiaries.
Every employee, whatever their position, shall be aware of and trained and informed about the legal implications relating to their activity.
In particular, Vimar also prohibits deliberately taking advantage of any gaps or shortcomings in the law if the behaviour adopted conflicts with company rules.
The Company has put in place the necessary tools to inform and train every employee on the legal provisions and all rules resulting from the application of company systems.
d) Respect for health and safety at work
The Company adopts the necessary measures to ensure the best possible protection of health and safety in the workplace and the prevention of all potential forms of risk with a view to continuous improvement. This policy is applied both to its own employees and to the employees of external companies when operating at the Company’s sites.
In order to develop and monitor compliance with Health and Safety management, the Company uses an implemented system based on the shared and updated Risk Assessment Document, which is periodically checked, certified by independent third parties and which refers to international standards (UNI EN ISO 45001) and the Quality, Environment and Safety Policy.
All employees, collaborators and third parties are required to scrupulously comply with all measures required by Vimar’s internal procedures and regulations on the subject of Health and Safety at work, which are drawn up and updated in accordance with current legislation, and to contribute by making proposals and reports.
e) Respect for the environment
With a view to sustainable development and for greater company protection, the Company actively promotes environmental protection. Vimar has always been committed to improving the environmental impact of its products from the moment they are designed, as well as that of its work activities, and to reducing the environmental impact of its processes throughout the production cycle. Vimar prevents risks to the population and environment not only in compliance with current legislation, but also by taking account of the development of scientific research and best experiences in the field. These objectives are also pursued through voluntary compliance with the reference standard for environmental management systems UNI EN ISO 14001, by implementing the Quality, Environment and Safety Policy.
f) Respect for the community
Vimar is aware of the influence (even indirect influence) that its activities can have on the context where it operates, on economic and social development and on the general well-being of the community, and intends to conduct its investments and development in an environmentally sustainable manner, with respect for the local communities.
g) Respect for the principles of transparency required by fiscal, accounting, administrative and corporate regulations, and bookkeeping
Vimar adopts adequate standards of financial planning, management control and accounting systems, while operating with the upmost transparency. This transparency is based on the truth, accuracy and completeness of the basic information in the accounting records. The documentation relating to Vimar’s activities is legally required to be complete, accurate and reliable. All of the Company’s documents must be drawn up with diligence and honesty and must not contain any false data that does not reflect the company’s real situation. In accordance with company principles and procedures, all payments must be supported by adequate documentation. All payments made or received by Vimar must be correctly recorded in the company’s books, documents and accounts, and no records must be omitted or intentionally misreported in order to use the sums for illegal payments or payments in breach of the procedures. When implementing its policies, Vimar shall ensure the timely drafting of periodic financial reports which are complete, accurate, reliable, clear and comprehensible. All Vimar employees/collaborators who interact with corporate control bodies shall maintain a behaviour of maximum collaboration and transparency when carrying out the control activities provided for by law.
h) Respect for the rules of free competition
Vimar intends to protect the value of fair competition and recognises the principles of the market economy (antitrust law), while refraining from any collusive behaviour or abuse of a dominant position. Agreements which breach fair competition and antitrust law, i.e. agreements with competitors on pricing and market division or pricing and terms of sale strategies are prohibited.
i) Anti-corruption
Vimar is committed to complying with the anti-corruption laws in force in all countries where it operates and requires all its employees and collaborators to act with honesty and integrity through all stages of their work for Vimar.
j) Relations with suppliers
Vimar asks its suppliers to respect the principles and values set out in Vimar’s Code of Ethics.
Those who act and negotiate with suppliers must communicate with fairness and transparency with an approach based on quality and service levels as well as cost competitiveness during the selection phases and for the entire duration of the supply.
Suppliers are selected based on general assessments which take into account the quality of the services and products supplied, but also competitiveness, professionalism and technical expertise; they are also subject to continuous monitoring to ensure that the basis for their selection is maintained. An agreement entered into with a supplier must always be based on very clear relations, avoiding any forms of dependence.
k) Relations with customers
Fairness and respect for customers play a central role in paving the way forward. Relationships with customers must be based on mutual trust and satisfaction. In particular, we are committed to providing customers with products, services, support and advice with a level of quality that exceeds their expectations. All relations with customers must be based on principles of transparency, respect for market rules and antitrust regulations. Relations with Vimar customers must be based on reliable, correct behaviour, providing the customer with complete and accurate information on every product and service offered.
l) Relations with government bodies
All relations with government bodies must be based on compliance with the principles of legality and transparency and must be managed exclusively by the company departments appointed and/or delegated and/or authorised to engage in said relations.
Each employee/collaborator must refrain from making any kind of payment to a public official or their family members, or offering any other commercial or economic advantage so as to obtain or maintain an appointment or administrative measure.
Gifts, presents and other gratuities to government bodies, given in order to obtain undue advantages and influence the recipient’s independent judgement are not allowed.
Without prejudice to the above, gifts offered to public bodies are allowed provided that they are of modest value (maximum value of EUR 100 or an equivalent amount in foreign currency) and only if they are made in compliance with the laws in force in the country where the government body is located, if they comply with the applicable regulations and procedures, are in line with business practices and/or events, and do not create the impression of seeking to gain undue advantages and exert an unlawful influence over the recipient’s activities. This kind of expenditure must always be authorised and documented in line with company procedure.
m) Anti-money laundering
Vimar conducts its business in full compliance with current anti-money laundering regulations and provisions issued by the competent authorities.
As such, each employee/collaborator shall undertake to avoid carrying out operations that may cause suspicion in terms of correctness and transparency. In particular, all employees shall undertake to check in advance the information available on customers, suppliers and external collaborators in order to verify their respectability and legitimacy of their activities, promptly informing the Supervisory Board of any anomaly found, in accordance with the relevant corporate procedures.
Employees shall also undertake to operate in such a way as to avoid involvement in operations that may even only potentially support money laundering from illegal or criminal activities, and to act in full compliance with anti-money laundering regulations.
n) Economic relations with associations, contributions and sponsorships
The management of contributions and sponsorships must always be based on compliance with the criteria set out in the company procedures and policies.
o) Conflict of interest
A ‘Conflict of interest’ occurs in all cases where an employee/collaborator is in the situation of having to choose between his/her own interests and those of the Company. Specifically, each employee/collaborator is required to avoid any possible conflict of interest, particularly with regard to personal interests. The service provided to Vimar must not be conditional on personal profit and advantage, rather employees must act in the interest of the company, avoiding any possible situation of conflict. All Vimar employees must immediately report to his/her line manager any situation that constitutes, causes or may even only appear to constitute a conflict of interest.
p) Protection of company information and personal data
During the performance of their duties within the Company, employees/collaborators may become aware of information that is considered confidential by the Company or reported as such by the Company’s partners. With regard to such information, all employees/collaborators must be aware of and implement the provisions of the Company policies on the security of information, including information in electronic form, in order to guarantee its integrity, confidentiality and availability, both during the period he/she works for Vimar and after the termination of his/her contractual relationship. Each employee/collaborator is responsible for the sensitive data he/she processes and is required to indicate them as confidential, taking all security measures to maintain their confidentiality. Any employee/collaborator in possession of confidential information shall be responsible for keeping it confidential and not disclosing it unless expressly authorised. All information obtained by an employee/collaborator in relation to their work shall be the property of Vimar.
The information is processed by Vimar, and by its employees, in full respect of the confidentiality and privacy of the persons concerned, and in accordance with the relevant legislation in force.
In particular, the Company:
Employees/collaborators who become aware of information that is not in the public domain must use the utmost caution and care when using such information, to avoid it being disclosed to unauthorised persons both inside and outside the Company. This obligation shall remain in force even after the termination – for whatever reason – of the employment relationship.
q) Protection of company property
All employees/collaborators shall be required to work diligently to protect the Company’s assets (both physical and immaterial) through responsible behaviour in line with the operating procedures that regulate their use, and by accurately documenting their use and avoiding uses other than those permitted. Vimar’s computers and email accounts, as well as the information contained therein, are the property of Vimar and must be used for company work and purposes. In particular, all employees must:
r) Social Media
When using social media, all employees/collaborators shall act with respect for confidentiality, integrity and company loyalty, and refrain from disclosing confidential or false information about Vimar, from posting photos that show the company’s activity and work environments, and avoid making comments that may violate the principles of this Code of Ethics and damage Vimar’s reputation.
s) Gifts and gratuities
Vimar requires its employees and collaborators to operate with constant honesty and integrity.
The Code of Ethics sets out Vimar’s policy on receiving and offering gifts, gratuities, gifts, hospitality and entertainment (i.e. free goods and services for promotional or public relations purposes, hereinafter jointly referred to as “Gifts”).
Vimar accepts that giving and/or accepting Gifts may occur in the ordinary course of business.
However, certain gifts (be it given or received by Vimar) may be construed as an effort to gain inappropriate influence or as a conflict of interest, or may be considered an act of bribery and therefore illegal and detrimental to Vimar’s reputation.
Vimar, its employees and/or third parties are therefore strictly prohibited from giving, promising, offering, requesting or receiving any Gift that may be of a nature or value that may even potentially be considered excessive or unusual. It is therefore permitted to offer or accept Gifts of modest value provided they are customary in the ordinary course of business. For the purposes of this Code of Ethics, a Gift shall be considered of modest value if its value does not exceed EUR 100 or an equivalent amount in foreign currency.
Notwithstanding the above, Gifts to customers exceeding the amount indicated herein (and up to a maximum value of EUR 500) shall be allowed if the overall annual turnover exceeds a certain threshold so as to justify its value.
Gifts offered to family members of third parties, or Gifts received by family members of employees must always be refused, regardless of their value.
VIOLATIONS OF THE CODE OF ETHICS AND SANCTIONS
Controls
The Code of Ethics is one of the underlining elements of the control system and is an integral part of the Organisation, Management and Control Model adopted by Vimar in compliance with Legislative Decree 231/2001.
The internal control system must be geared towards adopting tools and methods aimed at countering potential business risks, so as to achieve a reasonable guarantee of compliance not only with the law but also with the internal procedures and provisions.
Management must constantly check that behaviours comply with the provisions of the Code and, if necessary, implement specific verification programmes.
Violation of the Code of Ethics shall result in the Company imposing disciplinary actions against those who do not comply with the contents of the Code. Ignorance or incomplete knowledge of this Code of Ethics may not be invoked as an excuse so as to avoid sanctions. Vimar shall take action against Suppliers and Customers to ensure they comply with the contents hereof.
Compliance with the Code of Ethics, reporting violations to the Supervisory and Control Body (for Vimar S.p.A. employees)
Compliance with the rules of the Code of Ethics shall be considered an essential part of the employees’ contractual obligations pursuant to and for the purposes of Article 2104 of the Italian Civil Code. It shall also be considered an essential part of the contractual obligations assumed by non-employee collaborators and/or persons having business relations with Vimar.
The Company Managers and Heads are responsible for ensuring that the Company’s expectations of their collaborators are understood and put into practice by said collaborators. Managers and Supervisors must therefore ensure that the commitments expressed in the Code of Ethics are implemented.
To ensure the effective application of the Code of Ethics, Vimar provides information channels – while respecting privacy and individual rights – through which all those who may become aware of any cases of non-compliance with the Code within the Company can freely report to the Supervisory Board directly and confidentially.
Considering that the Code of Ethics is an integral and substantial part of the Organisation, Management and Control Model adopted by the Company, like breaches of the Model, breaches of the Code of Ethics can also be reported via the digital channel that can be accessed via the Company website at the address www.vimar.com, Whistleblowing section.
The Company has also launched the following dedicated communication channel:
- Letter to the Supervisory Board at the address “Organismo di Vigilanza Vimar S.p.A. c/o Star S.r.l. Via Piave 22, 22060 Cabiate (CO)” in a sealed envelope marked “confidential”.
Further to a report of a violation or attempted violation of the rules contained in the Code of Ethics, the Company shall ensure that no one in the workplace suffers any retaliation, unfair pressure, discomfort or discrimination of any kind, for reporting the violation of the contents of the Code of Ethics or internal procedures to the Supervisory Board in line with the Whistleblowing legislation and Whistleblowing procedure which are available on the company Intranet. Vimar has created a dedicated channel (independent from company channels), in the security of its own privacy, for reporting violations of the Code of Ethics and the Organisation, Management and Control Model. Following the report, the Supervisory Body will promptly follow up with appropriate checks and, if necessary, the appropriate sanctions to be implemented by the Company.
The sanctions system
Violations – where ascertained – of the principles laid down in the Code of Ethics and in the procedures provided for by internal protocols undermine the relationship of trust between the Company and its directors, general employees, consultants, collaborators in various capacities, customers, suppliers, commercial and financial partners.
Violations shall be dealt with firmly, promptly, and immediately, by subjecting those in question – where deemed necessary for protecting the interests of the Company and in as far as is compatible with the regulatory framework – to appropriate and proportional disciplinary measures and/or sanctions, regardless of the possible criminal nature of such conduct and of any trial proceedings where it amounts to a criminal offence.
Ascertained violations of the Code of Ethics, after consulting the Control and Supervisory Board, shall give rise to specific measures imposed by the Human Resources Department or by the relevant functions. In keeping and in compliance with the legal and contractual provisions in force, ascertained violations may also result in those in question being removed from the Company.
Any form of retaliation against anyone who has reported possible violations of the Code of Ethics, or who has requested clarification on how it is applied, shall also constitute a violation of the Code of Ethics.
The effects of the violations of the Code of Ethics and internal protocols must be taken into serious consideration by all those who have any kind of relations with the Company. To this end, the Company shall disseminate the Code of Ethics and internal protocols and/or procedures, and provide information on the sanctions in the event of violation thereof, as well as the methods and procedures for imposing said sanctions.
In order to protect its image and resources, the Company shall not enter into relations of any kind with persons who do not intend to operate in strict compliance with the regulations in force and/or who refuse to behave in accordance with the values and principles laid down in the Code of Ethics, or refuse to comply with the procedures and regulations laid down in the annexed protocols.
IMPLEMENTATION OF THE CODE OF ETHICS
This Code of Ethics is disseminated through: