Ethical Code

Ethical Code


For some time, PROMA S.p.A. (hereinafter the COMPANY) is committed, through the implementation of the most appropriate prevention and control measures, strict compliance with laws and regulations in force in every context in which it operates, at all decision-making levels and operational, in the belief that ethics, integrity, transparency and commitment constitute the bases and foundations on which to build the company’s success. All employees and collaborators must therefore commit themselves to the achievement of these objectives in the performance of their functions and also within the scope of their responsibilities.

In this regard, it should be noted that the COMPANY considers it essential to guarantee a constant commitment for the continuous improvement of business processes also through the promotion of a Quality Management System effectively implemented by the company’s organization.

In compliance with this Ethics Code (hereinafter the CODE) by employees, collaborators, consultants and contractual counterparties in general of the COMPANY is fundamental importance, to which the integrity and reputation of the company are logically subordinated to the COMPANY itself, which constitute a decisive asset for the company’s success.


The CODE is a document approved by the Board of Directors of the COMPANY which, beyond and regardless of what is established by the Legislative Decree no. 231/01, defines the principles of conduct in the COMPANY’s business and therefore fulfils the task of identifying the founding values of the way in which the COMPANY intends to be and do business, develop projects and fulfil its own responsibilities, proposing itself as a reference model for all those who operate and / or have relationships with the COMPANY, adapting their behaviour to the principles of honesty, loyalty and correctness.

The CODE identifies and defines not only the individual recipients’ responsibilities of its own precepts, but in general the standards of behaviour to which the COMPANY as a whole must comply, such as, in particular:

  • — legality
  • — equity and equality
  • — integrity and professional correctness
  • — transparency and diligence
  • — impartiality
  • — fair competition
  • — the prevention of conflicts of interest
  • — confidentiality
  • — protection of the individual
  • — the protection of health and the wholesomeness of the workplace environmental protection
  • — innovation and research


The function of "charter of values" covered by the CODE, due to its objective and subjective scope and prescriptive detail (general and abstract), is different (and broader) than that of the Organization model, management and control model referred to in Legislative Decree no. Lgs. N. 231/01); therefore, the recipients of the CODE must be considered (hereinafter, the Recipients)

  1. 1. both the cd. "Recipients of the organization, management and control model pursuant to Legislative Decree no.231/01 ", namely:
    • —subjects who have a subordinate employment relationship with the COMPANY (therefore even if they belong to the category of managers);
    • —the President and the other members of the COMPANY's Board of Directors;
    • —subjects who, for various and different reasons, have a par subordination legal relationship with the COMPANY that sees them effectively and structurally included in the company’s organization;
    • —subjects who work for the COMPANY as temporary or posted workers;
    • —the members of the Statutory Auditors Board.
  2. 2. both agents, representatives, other par subordinate collaborators (who are not structurally included in the company organization and perform activities outside the COMPANY's workplaces), distributors, suppliers, self-employed workers, as well as, more in general, any contractual counterpart of the COMPANY.


The observance of the principles and rules of the CODE, their coherent dissemination and operational application within the assigned responsibilities is an essential and integral part of the legal and / or contractual relationship between the COMPANY and the aforementioned Recipients and, therefore, its violation constitutes a breach of the fiduciary relationship and can be a source of responsibility, for reasons, disciplinary and / or compensation.


In consideration of the above, the COMPANY:

  • — guarantees the timely dissemination and / or availability of the CODE internally and, in any case, among all Recipients;
  • — provides adequate information support;
  • — endeavours to ensure that all Recipients comply with the indications of conduct;
  • — endeavours to ensure that all Recipients can report any shortcomings and thus actively contribute to its implementation;
  • — guarantees that all updates and changes are promptly brought to the attention of the Recipients.

In particular, in order to guarantee the maximum diffusion and availability of the CODE to all the Recipients and interested third parties, the COMPANY adopts the following communication methods:

  • — the CODE is delivered, in paper and / or electronic format, to all Employees upon hiring and / or following approval of any updates;
  • — a copy of the CODE is also available and freely available on company notice boards and at the human resources office of each plant;
  • — in addition, the CODE can be viewed and downloaded via the company intranet;
  • — lastly, the CODE is published on the COMPANY’s website and is also translated into English and German.


The COMPANY arranges that all the values and rules of conduct dictated by this CODE are shared and scrupulously observed by all the "Recipients".

If the COMPANY becomes aware of illegal acts or facts, or of any unethical and / or irregular conduct committed in violation of the values and rules of conduct referred to in this CODE, the following initiatives will be taken towards those responsible:

  • — with regard to employees, appropriate disciplinary measures will be adopted, as required by the CCNL, in addition to any criminal or civil action in the event that the conduct has relevance in criminal or civil matters. The applicable sanctions will comply with the rules and logic of the individual employment contract and the rules of law and contract may range from a simple verbal warning to dismissal, in the most serious cases;
  • — with regard to all the other "Recipients" (consultants, collaborators, customers, suppliers, etc.), recourse will be made to the termination of the legal relationship and / or the existing contract with the COMPANY, or to any other remedy / obtainable measure of the legal relationship nature and specifically referring to compliance with the principles and rules of conduct of this CODE.

In any case, the COMPANY reserves the right to exercise the right of compensation for damages, where caused, in relation to the violation of this CODE.


Anyone who, due to or on the occasion of the execution of their relationship with the COMPANY, becomes aware of illegal acts or facts or of any irregular conduct committed in violation of this Code, of a specific law or of company regulations, is obliged to inform the COMPANY in accordance with the operating procedures defined by the internal "Whistleblowing" procedure.

Apart from cases of liability by way of slander or defamation, or for the same reason pursuant to Article 2043 of the Civil Code, the Recipient of the CODE who reports to his / her superior, the Chairman of the Board of Directors or the Chief Executive Officer or to the Supervisory Body illegal acts or facts, or even only irregular ones, of which has become aware due to or on the occasion of the execution of his/her relationship with the COMPANY, cannot be subjected to sanctions, disciplinary and / or compensation, dismissal or relationship termination, as well as to any retaliatory and / or discriminatory measure, direct or indirect, with prejudicial effects on the conditions of the relationship, for reasons directly or indirectly connected to the aforementioned complaint.

Any threat or adoption of any such initiative and / or measure is immediately reported to the Supervisory Body.

In the context of the disciplinary procedure, the identity of the whistle-blower cannot be disclosed without his consent, provided that the contestation of the disciplinary charge can be adequately based on separate and additional investigations with respect to the report.

If the dispute can only be adequately founded, in whole or in part, on the report, the identity can be revealed where knowing who he/she is, is absolutely essential for the defence of the accused.


The COMPANY organizes and develops its own entrepreneurial activity requiring the Recipients of the CODE to adapt their behaviour to the values and rules of conduct indicated below.

8.1 Business Conduct
8.1.1. Involvement and Conflict of Interest

All the Recipients of the CODE, according to their respective attributions and competences, are committed to act - in the most rigorous respect of the law, regulations, best practices in the sector, as well as this CODE and, as far as possible, the Organization, Management and Control Model adopted by the COMPANY - in the exclusive interest COMPANY’s institutional for the most correct and effective pursuit of its corporate purpose, avoiding any conflict of interest, its own or of third parties, with those of the company, and in any case by giving prior written notice to the COMPANY, in the person of the competent hierarchical and functional manager, as well as to the '' Supervisory Body, of any involvement, in the deal to be negotiated and / or concluded and / or executed, of its own or third party interests, even if not conflicting, specifying the nature, terms, origin and scope, and refraining from any further activity relating to the same business as long as it is not expressly authorized to proceed, possibly following particular precautions and instructions.

By way of example, the following may lead to an involvement of interests:

  • — economic interests of the employee and / or collaborator and / or their family in the activities of suppliers, customers and competitors;
  • — use of one's position in the company or the information acquired in one's work in such a way as to create an involvement between one's personal interests and those of the company;
  • — acceptance of money, favours or benefits from people, entrepreneurs, or companies that have or intend to enter into business relationships with the COMPANY;
  • — the existence of stable working activities or collaborations with companies or professionals who have contractual relationships with the COMPANY.
8.1.2 Gifts, presents and use of money

The COMPANY is committed to respect the highest levels of integrity, honesty and fairness in all relationships within and outside the COMPANY; therefore, by way of example only,

  • — no Recipient of the CODE must, directly or indirectly, promise or pay sums of money or other benefits, with the exception of normal commercial or courtesy practices, as no form of corruption is tolerated against:
    • — of public officials, persons in charge of a public service or any other party connected or connected with public officials, in order to exercise their functions and / or their powers, or to omit or delay or for having omitted or delayed an act of their office;
    • — nor of directors, general managers, executives in charge of preparing corporate accounting documents, statutory auditors and liquidators of companies to carry out or omit acts, in violation of the obligations inherent in their office or the obligations of loyalty;
  • — no Recipient of the CODE, as well as their family members, must, directly or indirectly, solicit, accept sums of money, gifts, presents or other benefits, with the exception of free gifts and donations of goods of modest value offered, in the in the context of ordinary courtesy relations, which may compromise their independence of judgment.

The COMPANY adopts all the precautions, mandatory and in any case reasonably suitable, to prevent money laundering and financial instruments deriving from illegal activities. All Recipients, in the exercise of their functions and within their competences, are responsible for the implementation and application of these precautions.

The COMPANY acknowledges and communicates to the competent supervisory authorities the reports received by the Supervisory Body and other supervisory bodies regarding committed or attempted violations of the anti-money laundering legislation and the CODE.

8.1.3 Competition

Aware of the fundamental importance of the existence of a competitive market, the COMPANY undertakes to comply with all applicable laws and regulations on competition and transparency in commercial operations.

Therefore, the Recipients of the CODE are required to avoid practices that represent a violation, in any form, of these laws and regulations.

8.1.4 Exports / Imports

The COMPANY undertakes to comply with current national laws and regulations on the import and export of products, promoting good practices among all those involved in the related activities.

Consistently with the above, the COMPANY requires that:

  • — all suppliers and recipients of this CODE strictly apply national customs legislation in the context of import and export activities;
  • — relations with the public authorities concerned are based on the principles of maximum collaboration and transparency, in full and total compliance with the regulations in force.

The COMPANY forbids to entertain commercial relations, in its name or on its behalf, for any reason and in any form, with subjects that carry out acts or behaviours aimed at evading the regulations in force on import and export.

8.2 Employees and Collaborators
8.2.1. Selection Policies

Honesty, loyalty, ability, professionalism, seriousness, technical preparation and dedication of the staff are among the decisive conditions for achieving the COMPANY’s objectives and represent the characteristics required of its employees and collaborators in various capacities.

In order to contribute to the development of the business objectives, and to ensure that these objectives are pursued by all in compliance with the ethical principles and values which the COMPANY is inspired by, the company policy is aimed at selecting each employee and collaborator in various capacities according to the values and characteristics set out above.

As part of the selection - conducted in compliance with equal opportunities and without any discrimination on the private sphere and on the opinions of candidates - the COMPANY works to ensure that the resources acquired correspond to the profiles actually necessary for business needs, avoiding favouritism and facilitations of any kind.

8.2.2. Prohibition of Discrimination

The COMPANY considers it essential to respect people's fundamental rights by protecting their moral integrity, avoiding all forms of discrimination and, in particular, discrimination based on race, sex, age, nationality, religion and personal beliefs, including cases of harassment, bullying, retaliation.

The evaluation and recognition of the results achieved, the professional potential and skills expressed by people are the essential criteria for career and salary advancement.

The COMPANY also prohibits any form of discrimination and / or retaliation directly or indirectly related to reports of crimes / irregularities (including violations of the

Organizational Model, as well as this Code of Ethics) towards the workers who wrote the reports (whistle-blowers), ensuring maximum confidentiality and respect for anonymity.

8.2.3 Working Conditions

The COMPANY undertakes to observe the labour law regulations of all sources, legislation, regulations and collective agreements in force towards its employees, in particular with regard to working hours, remuneration, contributions and the protection of health and safety in the workplace.

8.2.4 Countering Exploitation

The COMPANY does not employ any form of forced labour and does not employ people under the age established by the regulations of the place where the work is performed. The COMPANY also undertakes not to establish or maintain business relationships with suppliers who appear to employ child labour, as defined above.

The COMPANY does not employ foreign workers who are illegally on the Italian territory. In particular, the COMPANY does not employ workers without a residence permit, or in possession of an expired, revoked or cancelled residence permit.

8.2.5 Conduct in the Workplace

Recipients of the CODE must comply strictly with the laws, regulations and company directives in force, as well as strive to maintain a decent work environment, where everyone's dignity is respected.

Each employee and / or collaborator must provide professional contributions appropriate to their responsibilities in the company and must act in such a way as to protect their image.

Relations between employees and / or collaborators, at all levels, are based on criteria and conduct of correctness, loyalty and mutual respect.

It is up to everyone to give substance to the values and principles contained in the CODE, to strengthen trust, cohesion and team spirit.

The dedication and professionalism of employees and collaborators are decisive values and conditions for achieving business objectives.

In particular, employees and / or collaborators:

  • — must not work under the influence of alcohol or drugs;
  • — must avoid behaviours that could create an intimidating or offensive climate towards colleagues or subordinates;
  • — must establish and promote a respectful and cordial atmosphere towards colleagues or subordinates;
  • — must comply with the ban on smoking in company premises established pursuant to art. 51 of Law 16/01/2003 n. 3, in accordance with the signs prepared by the COMPANY.
8.2.6 Health and safety in the workplace

The COMPANY aims to maintain a work environment where there are no dangers to safety and health and where operational risks are eliminated, in compliance with the (general) standard referred to in art. 2087 of the Civil Code and the (particular) regulations dictated on the subject (mainly, by Legislative Decree no. 81/2008 (and subsequent amendments).

To this end, the COMPANY manages its activities by enhancing its staff and third parties’ health and safety protection, aiming at the continuous improvement of the working environment and committing to:

  • — to fully comply with the pro tempore provisions in force regarding the protection of health and safety in the workplace;
  • — to adopt the measures that, like the business activity, experience and technique, are necessary to protect the workers’ physical integrity and moral personality;
  • — to promote the participation of Recipients, for whatever reason in the exercise of their functions, in the process of risk prevention and protection of health and safety in the workplace.
8.2.7 Environment

The COMPANY promotes environmental sustainability and operates in full compliance with the relevant regulatory provisions in force.

The COMPANY undertakes to take all necessary initiatives in order to minimize the environmental impact of its production processes and maximize their performance.

The COMPANY actively promotes sustainable and responsible industrial development, which is appreciated by local communities.

All Recipients of this CODE must actively contribute to reduce waste and pollutants, conserving resources and recycling materials.

In particular, the COMPANY requires all Recipients of this CODE to:

  • — separate waste, in accordance with the procedures in force in the various sites;
  • — minimize water consumption;
  • — reduce energy consumption as much as possible;
  • — adopt responsible behaviour to reduce the environmental impact in the workplace.
8.3 Information and Company Assets
8.3.1 Corporate Assets

It is the responsibility of each employee and / or collaborator to guard and conserve the assets and company resources entrusted for the performance of their business with the consequent obligation to return them - if necessary, even on simple request - in the same state of delivery, also taking care to keep all company data stored therein intact and complete: no employee or collaborator can make improper use of the assets and resources of the COMPANY, or allow others to do so.

The company tools, including electronic / IT tools by means of which e-mail, internet and computer network are accessed, belong to the COMPANY and their use is therefore permitted only for the purpose of fulfilling their respective obligations contractual. The use of these tools must therefore take place in the strictest respect of laws, regulations, as well as the related company directives.

No improper or incorrect use of company tools is tolerated, in particular electronic / IT tools, such as, by way of example only:

  • the transmission of confidential company information in the absence of adequate authorization;
  • unauthorized access to the company IT system and / or to the IT systems of others;
  • any violation of industrial and / or intellectual property rights of the COMPANY and / or any third party;
  • access, creation, display, transmission or any use of content:
    • — illicit, harmful, threatening, abusive, harassing, defamatory and / or libelous, vulgar, obscene, damaging to the privacy of others, racist, xenophobic, classist or otherwise reprehensible;
    • — aimed at the sexual or violent exploitation of persons, including publication pornographic or child pornography photos, offers of prostitution or other invitation with sexual content as well as links to sites for adults only;
    • — propaganda, including political-trade union, and / or the use of symbols that are considered illegitimate by the laws of Italy and / or the User's country;
    • — aimed at promoting or engaging in criminal activities including paedophilia, fraud, computer crimes, illicit drug trafficking, stalking, gambling, money laundering, theft and illicit trade, including industrial / commercial secrets, etc.;
    • — carrying viruses, malware, Trojans or any other code, file or program created to interrupt, destroy or limit the operation of the COMPANY's and / or third party's software, hardware or telecommunications equipment;
    • — potentially damaging, in any form, to the COMPANY’s reputation and / or any third party.
8.3.2 Confidentiality and Privileged Information

All the Recipients of the CODE are required to strictly observe the laws in force regarding privacy and insider trading.

The COMPANY adopts the minimum and appropriate security measures to reduce, as far as possible and according to technical progress, the risks of unauthorized communication / dissemination of the data of which it is the Data Controller, of unauthorized access or, in any case, of unauthorized processing. All Recipients, in the exercise of their functions and within their competences, are responsible for the implementation of these security measures, both with regard to IT tools, both regarding archives and paper files.

Apart from what is legally and / or contractually permitted, the Recipients of the CODE must not use, communicate or disseminate any company news. However, learned, to be understood as from now unconditionally confidential, as well as trade or industrial secrets, or, in any case, any information / company document that is objectively confidential or even indicated as such by the COMPANY and acquired by it, by virtue and / or on the occasion of the relationships between them.

By way of example, it is specified that confidential company news must be understood as all 'know-how' and all information relating to research and development, to products, patented or registered or not, owned and / or in any case available to the COMPANY or of its client and / or supplier companies, all related documents, code drawings, formulas, computer data, programs, ideas on any support stored, as well as all information relating to the organization of the COMPANY, etc.

Particular attention must be paid by the Recipients regarding the communication and / or dissemination of documents, news and information concerning the COMPANY not in the public domain and suitable, if disclosed, to significantly influence the price of financial instruments and the trend of the stock market. The communication of such information, even when the administrators or managers responsible for this purpose have authorized its dissemination, will always take place through the channels and subjects appointed for this purpose as part of the policy dictated by the COMPANY.

In no case, in the management of information, conduct must be adopted that may favour phenomena of insider trading (or buying and selling and other transactions, including through intermediaries, on financial instruments made using inside information communicated without justified reason) or of any other nature that have as a consequence the impoverishment of the company assets or are aimed at bringing undue advantages, even to third parties.

8.3.3 Intellectual Property and Counterfeiting

The property rights on the knowledge developed in the workplace belong to the COMPANY, which has the right to use it as such, in accordance with the applicable laws.

All recipients of the CODE are required to respect and preserve the COMPANY's intellectual and industrial property rights (represented by patents, trademarks, copyrights, trade secrets, etc.) and actively contribute to the development, protection and growth of the same.; accordingly, it is prohibited to use or allow others to use the COMPANY's intellectual and industrial property for personal purposes as well as to alter, forge or make copies of patents, designs and / or industrial projects and / or distinctive signs, in any way.

The COMPANY undertakes to act in full compliance with the intellectual property of third parties.

All recipients of the CODE are required to use industrial protection rights (for example patents, trademarks, registered projects) and / or works with copyright owned by third parties (for example software, image rights) only if in possession of the relative rights and / or licenses.

8.3.4. Transparency of Accounting Activities

The Recipients of the CODE responsible for the preparation of corporate accounting documents, or for the formation and keeping of accounting records and books, as well as for any other relevant documentation in economic, equity, financial and fiscal matters, are required, according to their respective powers and competences, respectively, to prepare and comply with adequate administrative and accounting procedures for the preparation of documents corporate accounting (and in particular the financial statements), compliant with the international accounting standards institutionally applicable and suitable to provide a representation as faithful and correct as possible of the equity, economic and financial situation of the COMPANY.

All the aforementioned Recipients are required to actively collaborate in the pursuit of this purpose, faithfully and correctly recording all management facts and accounting data, as well as reporting any mere error to the COMPANY, in the person of the competent hierarchical and functional manager, as well as any anomaly to the COMPANY, in the person of the President of the Board of Directors or the Chief Executive Officer, and the Supervisory Body of the COMPANY.

8.3.5. Disclosure of Information

All information provided to the Authorities and / or publicly disclosed must be complete, correct and truthful. All recipients of this Code of Conduct who have the task of collecting and / or preparing information intended for external dissemination, are responsible for ensuring that it is complete, correct and truthful.

8.4 External Relations
8.4.1 Relations with Clients

The COMPANY pursues the goal of satisfying the best and legitimate expectations of its customers, always treating them fairly and honestly, providing them with quality products and services in compliance with the rules set out to protect competition and the market.

The COMPANY, therefore, requires from the Recipients of the CODE, by analogy, that every relationship and contact with the customers is based on good faith, honesty, correctness, impartiality, professionalism and transparency.

The COMPANY in relations with customers must:

  • — apply internal procedures for managing relationships with customers in order to achieve the goal of developing and maintaining favourable and lasting relationships with the customers themselves;
  • — operate within the framework of the regulations in force;
  • — always respect the commitments and obligations undertaken towards customers.
8.4.2 Relations with suppliers

The selection of Suppliers and, in any case, any type of purchase, are determined and carried out exclusively on the basis of objective assessments of quality, price, delivery and service capacity adequate to business needs.

The COMPANY, also in consideration of the fact that Suppliers play a fundamental role in improving corporate competitiveness, aims to establish and maintain stable, transparent and cooperative relationships with Suppliers.

8.4.3 Relations with the Public Administration

Relationships relating to the activity of the COMPANY entertained with public officials or with persons in charge of public service - who operate on behalf of the central and peripheral Public Administration, or of legislative bodies, community institutions, public organizations international and any foreign state - with the judiciary, and with public supervisory authorities and with other independent authorities, as well as with private partners concessionaires of a public service, must be undertaken and managed in absolute and rigorous compliance set out in the CODE and in the internal protocols / procedures, so as not to compromise the integrity and reputation of both parties.

Relations with public institutions must be managed only by those delegated to do so. Gifts or courtesies (where permitted by law) towards representatives of public institutions must be of moderate value and appropriate and, in any case, such that they cannot be interpreted as aimed at acquiring or seeking to acquire undue advantages for the COMPANY.

8.4.4 Relations with Political and Trade Union Organization

The resources of the COMPANY are exclusively intended for the pursuit of the statutory purposes, in compliance with the principles of legality, correctness and effectiveness of every management and / or financial act. In any case, the COMPANY does not finance or otherwise support, even indirectly, companies or other for-profit entities, political parties and trade unions, except, in the latter case, the contribution-based collaboration required by law.

Any initiative on the subject by the Recipients must be understood as purely personal, excluding any burden borne by the COMPANY and any involvement of its image and its institutional role. In any case, it is strictly forbidden for the Recipients and their family members to promise or pay money, goods or other benefits to political parties or trade unions, or to their representatives, to promote the alleged interest of the COMPANY or to procure an alleged advantage.

8.4.5 Relations with the media

Relations with the mass media are reserved exclusively for the functions and subjects delegated to do so.

Relations with the mass media are based on respect for the right to inform.

External communication must follow the guiding principles of truth, fairness, transparency, prudence and must be aimed at promoting knowledge of company policies and the COMPANY's programs and projects. Information to the mass media must be accurate, coordinated and consistent with the principles and policies of the COMPANY; must respect the laws, rules, practices of professional conduct; it must be done with clarity and transparency. It is absolutely forbidden spread false news.

Any employee who is contacted by a representative of the mass media must immediately notify the competent corporate functions in order to share any initiative connected with the disclosure of facts and / or news relating to the COMPANY.


The control, implementation and compliance with this Code of Ethics are entrusted to the Supervisory Body appointed in accordance with Articles 6 and 7 of Legislative Decree 231/01. In particular, the tasks of the SB, without prejudice to the provisions of the relevant Regulations, are as follows:

  • — check compliance with the Ethical Code, with a view to reducing the danger of the commission of the offenses provided for by Legislative Decree 231/01;
  • — follow and coordinate the updating of the Ethical Code, including through its own proposals for adaptation and / or updating;
  • — promote and monitor initiatives aimed at promoting communication and dissemination of the Ethical Code for all subjects required to comply with the relevant provisions and principles;
  • — suggesting the ethical training plan in accordance with the provisions of the Organization, Management, Control and Discipline Model adopted pursuant to Legislative Decree 231/01;
  • — formulate its observations on the alleged violations of the Ethical Code of which it is aware, reporting any violations to the competent corporate bodies found.

The CODE is subject to updates and any changes, on the proposal of the Supervisory Body and / or any corporate function, with reference to both legislative changes and possible changes in the organization and / or the activities of the COMPANY.