Ethical code

1. INTRODUCTION

Ceramica Flaminia S.p.A. (hereinafter, also “The Company”) is a well-established enterprise, specialising in the design and production of sanitaryware and bathroom furniture and fittings, and a leader in its sector.

Recognising the importance of its ethical-social responsibilities and fairness in carrying out company activities, the Company has produced this Code of Ethics. The purpose of this document is to identify in a clear and transparent manner the set of values the Company draws inspiration from in its drive to achieve success and its current and future growth.

The activities and company policies of Ceramica Flaminia S.p.A. have always been characterised by adherence to high ethical and professional standards and this is why, in drafting this Code of Ethics, the Company reasserts its ethical vision and the effective implementation thereof in its activities, fully aware of the importance of the firmly established ethical and social principles underpinning it, and the values it is committed to in its work and is guided by in its business and management choices.

Accordingly, Ceramica Flaminia S.p.A. requires its employees, and all those who interact or are in any way involved in its actions as an enterprise, to comply with company rules, the principles set out in this Code of Ethics, and the Organisation, Management and Control Model pursuant to Italian Legislative Decree 231/01, in the belief that this adherence is key to the proper functioning, the reputation and the image of the Company, as well as to ensure that its relationships with each individual employee continue to be characterised by dependability and mutual trust.

2. SCOPE AND RECIPIENTS OF THE CODE 
 

The principles and the provisions set out in this Code of Ethics are to be considered binding for:

·   The Management Body, the managers and (permanent and temporary) employees;

·    External collaborators and all those who entertain contractual relationships with the Company, including occasional and temporary relationships (customers, suppliers, consultants, statutory auditors, audit firms, etc.)

Hereinafter referred to collectively as “Recipients”.

In particular, the management activity delegated to the corporate bodies is inspired by the principles identified in this Code of Ethics and the “Anti-Corruption Policy” detailed hereunder, together with all the criteria and guidelines described in this document, in order to define the Company’s strategies and goals, as well as to govern any decision or action relating to the management of the Company.

Similarly, the Company Management promotes the aforementioned principles in the way it carries out its management activities, both in-house, where it aims to strengthen a spirit of cohesion and mutual collaboration, and in dealing with any third parties who may come in contact with the Company.

Employees, collaborators without subordination relationship, business partners and all those who entertain commercial relationships with the Company are also required – as a function of the nature of their relationships – to adapt their behaviour to the provisions set out in this Code.

The Company undertakes to disseminate this Code of Ethics among the Recipients and ensure a full and correct understanding of the principles and rules contained herein by setting up and implementing periodic communication plans. 

3.    THE SUPERVISORY BOARD
 

In order to ensure compliance with the principles set out in this Code, Ceramica Flaminia S.p.A. has established an internal body – the Supervisory Board (S.B.) –, which has a budget of its own and a high degree of independence, and only reports to the Board of Directors, whether directly or through its appointed members, who are entrusted with the following tasks: 

 

      - Monitor continuously compliance with the Code of Ethics by the persons concerned, also by collecting reports of infringements;

      - Report any infringements of the provisions set out in this Code and propose the imposition of appropriate sanctioning measures;

      - Express binding opinions on proposals to review the company’s main policies and procedures for purposes of ensuring full consistency with the Code of Ethics adopted.

      - Monitor the complete implementation of the Organisation, Management and Control Model drawn up pursuant to Legislative Decree 231/01;

      - Take the necessary measures to update company policies and adapt them to regulatory changes or to events affecting company set-up and organisation.

The Supervisory Board can rely on the collaboration of every Company Function. 

In the event of a proven infringement of this Code of Ethics, the Supervisory Board reports the infringement to the Management Body, formulating suggestions on how to improve the internal control system and/or possible proposals for action.

4.    PRINCIPLES AND REFERENCE STANDARDS
 4.1        Core principles
 

Ceramica Flaminia S.p.A. reasserts the importance of the core principles to be adhered to when carrying out activities such as:

 

• Compliance with all the laws and regulations in force in the territory where the Company operates;
• Compliance with the provisions contained in the Bylaws of the Company; 
• Compliance with all the operational procedures defined by the Company;
• Transparency, reliability, honesty, fairness and good faith in dealing with partners, directors, employees, collaborators, suppliers, business partners, and the representatives of institutions and external organisations, and, in general, with all those involved, whether directly or indirectly, in the performance of company activities; 
• Equality and impartiality, respect for the physical and cultural integrity of the person, individual dignity, irrespective of age, gender, sexual orientation, health status, race, nationality, political opinions and religious beliefs, at the same time prohibiting all forms of discrimination based on an individual’s moral and personal convictions and preferences;
• Safety in the workplace, putting in place appropriate measures in line with the current regulations on accident prevention, while discouraging any behavior that may harm the health and safety of the persons involved.

4.2         Objectivity and impartiality
 

Ceramica Flaminia S.p.A. spares no effort to ensure that all those engaged in carrying out its activities – employees, collaborators, suppliers – work in conditions of independence and objectivity, so as to prevent conflicts of interest with the Company from arising. 

For example, conflicts of interest may occur in the following circumstances:

•       Employees having a joint interest, whether manifest or covert, in the business of suppliers, customers or competitors;
•       Employees performing activities of any kind (work, intellectual services, etc.) conflicting with Company interests at customers, suppliers, competitors;
•       Using one’s position in the organisation to pursue interests conflicting with those of the Company;
•       Making use of information acquired on the job for one’s own benefit or that of third parties, and in general, in ways contrary to the interests of the Company.

4.3        Protection of data confidentiality and privacy
 

Ceramica Flaminia S.p.A. discourages its employees and collaborators from using and disseminating information of any kind they may have acquired in connection with their job for their own benefit or that of third parties, and in general, for purposes contrary to the interests of the Company. Moreover, the Company ensures that the information in its possession is processed in full compliance with the confidentiality and privacy rights of the data subjects and pursuant to the applicable personal data protection regulations. 

In particular, in keeping with the principle of confidentiality and in the light of the unique characteristics of its social activities, Ceramica Flaminia S.p.A. requires its employees to:

•       Acquire and process only data that are strictly necessary and directly related to their job;
•       Store the data so as to ensure that no extraneous third party may have access to them;
•       Communicate and disclose the data only within the framework of the ad hoc procedures, and only with the prior authorization of the Office in charge of the said function;
•       Determine the confidential nature of the information pursuant to the applicable procedures and/or by virtue of relationships of any kind with third parties.

Lastly, Ceramica Flaminia S.p.A. reminds its employees and collaborators that information concerning the Company or third parties – customers and suppliers – cannot be disclosed without a valid justification. 

4.4        Diligence and accuracy in accounting records 
 

All transactions and operations must be performed pursuant to the accrual principle and national and international accounting standards and must always be recorded so as to ensure the accuracy, completeness and validity of the data.

It must always be possible to verify the decision making authorisation and execution processes of the said transactions and operations.

Furthermore, appropriate documentation must be produced and kept so that it might be possible at all times to conduct audits to determine the characteristics and the reasons for the said transactions and operations, as well as to identify the persons who authorised, conducted, recorded and verified them.

4.5        Use of Company assets 
 

The documents, work tools, working environments, equipment and any other tangible or intangible assets (including intellectual property rights and trademarks) owned by the Company shall be used solely in pursuit of corporate goals, in accordance with the internal procedures and policies of Ceramica Flaminia S.p.A. Company assets cannot be used by the employees for personal purposes, nor can they be transferred or made available to third parties, and they must be used and cared for with the same care as one's own property. Company assets also include entrepreneurial strategies and plans, the lists of customers, personnel data, marketing and sales plans, service price policies, financial and accounting data, and any other information regarding the business, the customers and employees of Ceramica Flaminia S.p.A. 

5.    COMPANY MANAGEMENT
 

The management system adopted by Ceramica Flaminia S.p.A. pursuant to the applicable regulations aims to: 

•       ensure the regularity of management activities;
•       identify, monitor and minimise risks;
•       achieve the utmost transparency in dealing with persons having a legitimate interest in the Company and its activities;
•       meet the legitimate expectations of its Partners;
•       avoid any kind of transaction to the detriment of creditors and other third parties who may be involved;
•       guarantee optimal risk management and prevent any conflict of interest between managers and shareholders.

5.1        Valorising human resources 
 

Human resources play a key role in the development of the Company and its entrepreneurial activities, accordingly, Ceramica Flaminia S.p.A. believes it is essential to establish and maintain personnel relations based on loyalty and mutual trust.

In this perspective it guarantees that work and collaboration relations are based upon respect for workers' rights and valorization, development and professional growth.

To this end, the Company:

-       Determines its personnel selection, management, remuneration and training policies on the basis of criteria of professionalism, competence and merits, in accordance with the applicable regulations, the Workers' Statute and the applicable national collective labour agreements;

-       Creates a working environment where the personal characteristics of each individual worker are valorised and not penalised; 

-       Monitors internal and external work relations so as to ensure that no form of harassing, mobbing, violence, threat, deceit, abuse of authority, taking advantage of a situation of physical or mental inferiority or of a situation of need by either promising or giving money or other benefits to someone having authority over a person, especially if determined by, or associated with, aspects such as age, sex, sexual orientation and gender identity, civil status, health status, disability, race, ethnicity, nationality, political and trade union affiliations and religious beliefs; 

-       Undertakes not to establish employment relationships with persons without a residence permit and not to perform any activity that might promote the entry of illegal immigrants into Italy; 

-       Undertakes to combat the phenomenon of workers exploitation, also by refusing to establish business relationships/enter into agreements with third parties that engage in exploitative practices; 

-       Undertakes to ensure that Company personnel are employed in accordance with the provisions on pay, contributions, working hours, rest periods and all other worker and trade union rights recognized by the applicable laws and regulations and national and local collective labour agreements. 

5.2        Health and safety in the workplace 
 

The Company observes all applicable regulations on health and safety in the workplace and puts in place all the measures necessary to protect the psychological and physical integrity of its employees. It is committed to the intercompany dissemination of a safety culture that promotes responsible behaviour by everyone, and its works to safeguard, primarily through preventive actions, the health and safety of the workers. 

In order to minimise the risks associated with company activities, Ceramica Flaminia S.p.A. requires its employees to fulfil the obligations provided for in the applicable regulations. 

To this end, the Company: 

- Identifies and assesses the risks to the health and safety of workers in the workplace, taking into due account the functions and duties of their jobs; 
- Identifies and evaluates all the measures that can attenuate the risks posed to the health and safety of the workers based on the knowledge acquired through technological progress; 
- Where specified in the Risk Assessment Document, provides the workers with personal protection equipment and oversees the proper use thereof; 
- Provides appropriate health and safety training to its personnel, in keeping with the applicable regulations and Company procedures and instructions on the matter; informs and     trains its personnel on the use of equipment and/or machinery as necessary; 
- Provides for the use of devices that alert to dangers promptly and effectively; 
- Provides for the preparation and proper implementation of an emergency and evacuation plan; 
- Ensures the presence of personnel duly trained to act in an emergency and first aid situations; 
- Periodically verifies the suitability of the working environment, ensuring compliance with worker health and safety regulations, and asks its employees to observes all the rules on such matters; 
- Ensures employee health surveillance through preventive and/or periodic checks. 
 

5.3        Protecting the environment
The Company acts to ensure that its activities are always performed by taking into due account the protection of the environment and public health, in accordance with the applicable regulations and national and international laws. Ceramica Flaminia S.p.A., in fact, promotes production policies that balance the economic development needs associated with the typical entrepreneurial activities performed with the need to ensure the safeguard and preservation of the environment by taking appropriate organisational and management measures to attenuate, or, where possible, to eliminate the impact of entrepreneurial activities on the environment.

6. RELATIONSHIPS WITH THIRD PARTIES

6.1        Fairness in business
 

The Recipients who have business relationships with third parties (for purposes of procurement, the supply of goods and/or services, etc.) must operate in strict compliance with the applicable laws and regulations, in accordance with the principles set out in this Code of Ethics. The remuneration to be paid must be determined exclusively with reference to the duties specified in the employment contract, and the payments cannot be made to a subject other than the other party to the contract, nor can they be made to a Country other than the Country of one of the parties to the contract or where the contract is to be performed.

Accordingly, the Recipients shall abstain from any kind of favouritism or discrimination, and shall behave in a balanced and impeccable manner, without heeding pressures from suppliers intending to offer undue advantages or gifts.

In establishing relationships with customers and third parties, Company employees and collaborators are required to act in accordance with the values the Company adheres to and are required to terminate any relationship with a subject whose behavior is contrary to the said principles.

6.2         Relationships with customers
 

Ceramica Flaminia S.p.A. devotes resources to research and the satisfaction of customer needs, in keeping with the commitments assumed by the Company to them. To this end, the action of the Ceramica Flaminia S.p.A. and those acting in its behalf is inspired by the centrality of the customer in the mission of the Company, and by criteria of availability, courtesy, timeliness and attention to the objective needs expressed by the customers. 

Furthermore, the Company undertakes to take into consideration the suggestions and claims made by its customers, with special regard to those concerning product quality and conformity, so as to promote the establishment of constructive relations between the Company and its customers, in compliance with all the rules on fair competition. The Company, in fact, undertakes to create and promote a culture of quality and continuous improvement, as well as to implement solid policies, procedures and goals based on the principles outlined in this document. 

In their dealings with customers, company employees must adopt a correct and straightforward approach, abstaining from assuming behaviours that could give rise to misunderstandings or misinterpretations as to the contents of the business relationships established. 

6.3        Anti-corruption policy – General principles of conduct 
 

Ceramica Flaminia S.p.A. places an absolute prohibition on the performance of any act that may constitute, whether directly or indirectly, a form of corruption in favour of anybody, whether public administration operators or private organisations. 

In establishing relationships with customers and third parties, the employees and collaborators of Ceramica Flaminia S.p.A. are required to act in compliance with the values the Company adheres to and terminate any relationship when the behavior of such subjects is contrary to the said principles.

Accordingly, the Company prohibits its employees and collaborators from

-   Offering, promoting, giving, paying, authorising anyone from giving or paying, whether directly or indirectly, a sum of money or some other gratuity to a public official or to a private individual (active corruption);

-   Accept a request or a solicitation from someone, or authorise someone to accept or to solicit, whether directly or indirectly, a sum of money or some other gratuity from anybody (passive corruption),

with the aim to:

- Induce a public official or a private individual to exercise improperly any function of a public nature or a function in any way centred on good faith in the exercise of responsibilities entrusted to them in a professional relationship based on trust, also on behalf of third parties, or to perform any business-related activity, rewarding him/her for doing so;

-  Influence an official act (or an omission) by a public official or any decision in breach of an official duty, also on the part of private individuals;

-  Influence or reward a public official or a private individual for an act of their office;

- Obtain, secure or maintain a business or an undue advantage in connection with its entrepreneurial activities, or, in any event, violate applicable laws.

The Company shares with all its employees, collaborators and negotiating counterparts its “Anti-corruption policy” together with this Code of Ethics, of which the said policy is an integral part, demanding that it be fully complied with during and throughout the duration of their relationship with the Company.

Accordingly, the Company prohibits all promises, offers, payments or acceptance, whether directly or indirectly, of money or other benefits, with the aim to conclude or maintain a deal or to obtain better conditions than are normally applied, so as to secure an undue advantage.

6.4        Obligations arising from the anti-corruption policy 
 

In order to prevent the behaviours prohibited by its Anti-corruption policy, the Company has entrusted the monitoring of Company activities to a Supervisory Board (“S.B.”) established pursuant to Legislative Decree 231/01. The S.B. is a collegiate body with a mixed structure (composed partly of internal and partly of external members), whose primary activity consists precisely in conducting scheduled and surprise checks and audits on the Company’s main areas / functions, identifying possible critical aspects and possible solutions, in the form of corrective actions or of simple opportunities for improvement.

Hence, this policy aims to provide to all company employees the rules to be followed in order to ensure compliance with anti-corruption rules, and its provisions apply to all the members of the Board of Directors, all employees (with either open-ended or fixed-term contracts), to the contractors and the representatives of organisations involved in the performance of company activities, irrespective of what country they have their registered offices in or their country of origin, including all consultants, suppliers, intermediaries or appointees who perform, in any capacity, services in favour of or on behalf of Ceramica Flaminia S.p.A. By anti-corruption laws it is meant all the reference standards, such as Arts. 2635 et seq of the Civil Code; Arts. 318 et seq of the Penal Code; art. 25 of Legislative Decree 231/01, and all the other private, public and commercial regulations arising from international treaties, such as for example, the Convention of the Organisation for International Cooperation and Economic Development, the United Nations Convention against Corruption.

6.5          Anti-corruption policy and relationships with the Public Administration
Ceramica Flaminia S.p.A. pays special attention to the relationships established, through its employees, with representatives of public institutions and trade unions, and Public Administration officers and bodies, and acts to ensure that such relationships are inspired by the principles of integrity, transparency and correctness. 

Relationships with the PA, in fact, may generate potential risk situations, in that the Company may be held liable for acts of corruption committed or attempted against public officials who could request undue benefits to act in a manner inconsistent with their duties or in breach of the obligations arising from their office.

Possible interactions with bodies or representative of the PA, for example, may include:

▪  Checks and/or verifications by the PA (e.g., in the course of inspections, investigations, etc.), during which the relationships with the representatives of Ceramica Flaminia S.p.A. in charge of dealing with the relative requests could generating risks to the Company;

▪  Litigation before the PA, i.e., disputes with Public Administration Bodies or with private individuals, and referred to the judgement of the PA, which can give rise to potential situations of risks of corruption in the relationships with the judicial authorities.

In the management of activities entailing contacts with the Public Administration, the Company is required to avoid all actions that might impair the autonomy of representatives and/or officials of the Public Administration and/or their impartial judgement. 

The following provisions apply to all the employees, representatives, collaborators and partners of the Company dealing with representatives of the Public Administration:

•  It is prohibited to engage in active or passive corruption practices or collusive behaviour of any nature and in any form when dealing with such representatives in connection with the granting of authorisations, permits and concessions, the performance of specific activities, or the performance of assessment, inspection and reporting operations of any kind;

•  It is prohibited to promise or offer to public officials, persons in charge of a public service or employees in general of the Public Administration or other public institutions, money, assets or any kind of benefit by way of remuneration for acts carried out as part of their official duties in order to promote or further one’s own interests and/or those of the Company, or have them perform acts contrary to their official duties.

Moreover, all employees are required to abstain from accepting, whether directly or indirectly, any gift, gratuity, benefit of any kind, even of little value, from public officials, persons in charge of a public service or, in general, employees of the Public Administration or other public institutions; if any such proposals are received, they must be promptly reported to the Supervisory Board.

Assuming commitments with the Public Administration is reserved exclusively to the appointed and authorised corporate functions. 

6.6        Third parties
 

Ceramica Flaminia S.p.A. requires that all relationships with third parties, suppliers, customers, consultants, natural or legal persons, private law or de facto organisations, established in connection with business activities, be based on criteria of fairness, transparency and traceability of information sources, as well as on compliance with the anti-corruption laws and all other applicable regulations.

6.1.1    Suppliers
 

The Company requires its suppliers to observe the laws as well as acknowledge and adhere to the principles set out in this Code of Ethics and this Anti-corruption policy.

The Company undertakes not to initiate any form of collaboration with subjects who do not accept the provisions set out in this Code, and takes every measure, including terminating a contract with a supplier working in the name and/or on behalf of the Company that violates the applicable regulations and/or the principles expressed in this document.

Furthermore, the Recipients in charge of purchasing are required to abstain from assuming personal obligations to the suppliers or engaging in any kind of favouritism or discrimination, and are required to behave in a balanced and impeccable manner, without heeding pressures from suppliers intending to offer undue advantages or gifts.

Moreover, in order to prevent the risk of the Company being held liable in certain circumstances for corruption offences committed by suppliers providing services to, or on behalf of, Ceramica Flaminia S.p.A. and their subcontractors, all Company suppliers are required to comply with the ethical standards and the qualification requirements defined in this Anti-corruption policy. 

The suppliers must refrain from engaging in corruptive practices in their relationships with any person with whom they may deal, whether a public official or a private individual. 

In particular, it is prohibited to engage in any conduct or behaviour contrary to the duties of diligence, loyalty and professionalism in order to offer to, or obtain from, a public official or a private individual a sum of money or some other illicit benefit, or anything not due for the services received/supplied.

Procurement activities are governed by internal procedures, which, in keeping with the principles set out in this Anti-corruption policy, define the roles and responsibilities of the main players involved and specify the general rules for activities such as supplier selection, supplier qualification status definition and update, contract awarding, the inclusion of standard contractual protection clauses, including those imposing compliance with the anti-corruption laws and checks on the ethical requirements to be met by suppliers.

6.1.2    Consultants and commercial agents
 

In performing its business-related activities, Ceramica Flaminia S.p.A. may avail itself of the support of external consultants and commercial agents, by selecting subjects in possession of appropriate personal qualifications and of good repute, who are required to adhere to the principles expressed in this Code of Ethics, and comply with this Anti-corruption policy and the applicable regulations.

The Recipients are required to:

Carefully evaluate the consultants and commercial agents they intend to use, especially in terms of reliability and integrity, and make sure they are in possession of appropriate professional qualifications and enjoy a good reputation;
Establish fruitful, transparent and collaborative relationships with consultants, maintain an open dialogue, and obtain their assistance to achieve the best possible ratio between performance quality and price;
Demand compliance with contractual terms and conditions;
Require the consultants to adhere to the principles set out in this Code of Ethics and include ad hoc clauses in the contracts;
Operate within the framework of the applicable regulations and demand strict compliance with them.

In view of the fact that, in carrying out their assigned tasks, consultants and agents may also deal with public officials and/or private individuals, the Company requires them to comply with the provisions set out in this anti-corruption policy and national and international regulations.

Furthermore, the Company underscores the importance of conducting careful evaluations of consultants and commercial agents, especially in terms of reliability and integrity, so as to assess the risk of their engaging in activities prohibited by the law. 

6.1.3    Business partners
 

The Company conducts appropriate evaluations to determine the reliability of potential partners and assess the risks that may arise from activities not in keeping with internal rules and/or the ethical principles upheld by Ceramica Flaminia S.p.A. 

In order to prevent Ceramica Flaminia S.p.A., in certain circumstances, from being held liable for corruption offences committed by business partners, the latter are required to comply with the standards provided for in this anti-corruption policy and the aforementioned anti-corruption regulations. 

6.7        Sponsorships
 

Ceramica Flaminia S.p.A. watches out for any personal and/or corporate conflict of interest as may arise from any sponsorship activity and pose a risk to the Company, should it be considered an act of corruption.

Sponsorship activities can only be performed as long as they pertain to the sphere of initiatives whose only purpose is to promote the brand, enhance the visibility and the positive reputation of Ceramica Flaminia S.p.A. The partners with whom the Company intends to enter into sponsorship contracts must undergo a preliminary evaluation of their dependability and reputation.

To prevent the risk of their being considered a disguised form of conferring a benefit on a third party in order to obtain an advantage for the Company, all sponsorship activities must be formalised in a contract, to include clauses specifying the nature and purposes of the initiative and the consideration envisaged (which must be appropriate and effective in relation to the services provided).

The beneficiaries must undertake to comply with the provisions set out in this anti-corruption policy and the applicable anti-corruption regulations, and agree that the contract may be terminated in the event of an infringement thereof.

6.8        Gifts and other gratuities
 

When dealing with customers, suppliers, political institutions, the Public Administration, and third parties in general, gifts, financial benefits and other gratuities may be given or received as long as this is done in a context of business courtesy and are such that they do not compromise the integrity and/or the reputation of either party and cannot be construed as designed to create an obligation of gratitude or to acquire improper advantages. 

Gifts should fulfil the purpose of improving and promoting the image of the Company and maintaining commercial and/or institutional relations. 

Ceramica Flaminia S.p.A. forbids giving or accepting, whether directly or indirectly, any type of gift, in any form, with the aim to obtain an illicit personal or business advantage, or something that could be construed as such.

Acts of business courtesy are permitted only as long as they are in keeping with the applicable company procedures. Gifts and/or gratuities should not be given if this can entail a violation of the anti-corruption provisions set out in this Policy or the reference standards.

The only forms of gift admissible as a form of business courtesy are:

-        of low value, i.e., commensurate with the nature and circumstances of the recipient;

-        given in good faith and in accordance with good customs;

-        in line with generally accepted business courtesy standards (e.g., Christmas package) or having promotional/demonstration purposes;

-        not be in the form of cash payments;

-        in accordance with anti-corruption laws, local laws and applicable regulations.

 

6.9        Representation and hospitality expenses
Corruption risks may also arise from visits to the Company site, offsite meetings and other transactions relating to business activities which may entail payments or reimbursement by the Company of travel expenses and similar costs (e.g., costs of transport, accommodations, meals, extras) incurred for administrative officials or employees of a partner / of a party the Company does business with.

Representation and hospitality expenses refers to the costs incurred for the purchase of goods or services for the benefit of persons, organisations or other companies justified by commercial activities or designed to promote the company brand.  Such costs are characterised by the absence of compensation. 

Another key factor to be considered in order to prevent the exercise of improper pressure or influence is the time when representation and hospitality expenses are paid. Any form of representation or hospitality granted immediately before or after an event such as a call for tenders, in fact, should be considered inappropriate, since it could be construed as a corruptive act designed to close a deal and gain undue advantages.

All representation expenses must be recorded in an accurate and transparent manner in the books of the Company in a sufficiently detailed manner, and must be supported by appropriate documentation specifying the name of the beneficiary and the reason for the payment. 

6.10     Charitable activities
 

Donations to charitable organisations, entities and governing bodies are intended to implement initiatives that are not strictly business-related and are aimed at improving the image of the Company. Such activities may pose a risk of funds or valuable assets being misappropriated for personal use or given as a gratuity in favour of a public official or a private individual.

Even when a public official or a private individual do not receive a financial benefit, the giving of an otherwise legitimate charity contribution in exchange for obtaining or maintaining a business or securing in some way or other an illicit advantage could be considered an illegitimate payment pursuant to the anti-corruption laws.

All charity contributions must be approved in order to ensure compliance with the anti-corruption laws in keeping with internal company provisions.

6.11     Internal control system
 

Ceramica Flaminia S.p.A. has in place an internal control system that may be considered as the set of rules, procedures and organisational structures that – through an appropriate process of identification, assessment, management and monitoring of the main risks – makes it possible to manage the company in a proper manner in keeping with company goals. 

The purpose of the control system, in fact, is to ensure the adoption of behaviours conforming to the applicable regulations and internal directives, the efficiency and efficacy of company activities, as well as the truthfulness and accuracy of the information disseminated within and outside the Company.

Whenever it deems it necessary, through its Chairman or, in the most severe cases, also through the initiative of individual members, the S.B. reports to the Board of Directors the activities carried out, significant facts and circumstances of the office, or any urgent critical aspects of this policy that have emerged in connection with the verification activities conducted by the Board.

6.12     Reports
 

The employees and consultants of Ceramica Flaminia S.p.A. are required to report any alleged or proven infringement of this Code and/or internal and/or external regulations, the ethical principles and any anti-corruption law, on the part of the Company, a colleague, a collaborator or a third party, including requests for, and offers of, undue payments.

An employee’s failure to report an illicit act, whether confirmed or alleged, he/she is aware of, may incur in a disciplinary action.

The Company guarantees that no employee will suffer adverse consequences as a result of refusing to engage in behaviour contrary to this Policy, even if this were to entail for Ceramica Flaminia S.p.A. a loss of business or it had adverse repercussions on company plans.

The reports must be submitted via e-mail to the following address <OdV@ceramicaflaminia.it>. The data entered will be processed by the Supervisory Board so as to safeguard the confidentiality of the personal data of the subject reporting the infringement throughout the procedure. 

7.  DISCIPLINARY system
 

Compliance with the provisions set out in this Code of Ethics, including the anti-corruption policy described above, should be considered an integral part of the contractual obligations of company employees pursuant to and to the intents and purposes of article 2104 of the Italian Civil Code “Diligence of the Employer”. 

Accordingly, any violation of the provisions set out in this Code of Ethics by company employees and/or managers may constitute one of the causes of non-fulfilment provided for in the Workers' Statute and in the Collective Labour Agreements, and in the “Disciplinary system” (as per the “Organisation, Management and Control Model” pursuant to Legislative Decree 231/01).

 

The Company guarantees that the sanctions envisaged and possibly imposed for the aforementioned violations of this Code of Conduct will always be inspired by the principles of proportionality, consistency, impartiality and fairness, in keeping with the labour law provisions in force. 

8.  FINAL PROVISIONS
 

This Code of Ethics detailing company practices and the general implementation principles adopted by Ceramica Flaminia S.p.A. has been approved by the Board of Directors and has come into force by virtue of the said approval.

Likewise, any amendment and/or addition to this Code shall be submitted to the approval of the Board of Directors, that determines its enforceability, and shall be communicated to all the Recipients as promptly as possible and in the most appropriate and effective manner.