Ethic Code Our Rules
1. PREAMBLE
This Code of Ethics (hereinafter the "Code") is intended to introduce principles and rules of conduct relevant to the reasonable prevention of the crimes indicated in Legislative Decree no. 231/2001 and to make them binding for the company iSolutions s.r.l. (hereinafter "iSolutions" or the "Company"). It aims at recommending, promoting or prohibiting certain conduct and consists of a set of principles and rules that iSolutions requires to be respected.
Compliance with the provisions and rules of conduct provided for in this Code shall require iSolutions' employees to meet the obligations provided for in Article 2104, paragraph 2, of the Italian Civil Code; obligations of which this Code is an integral and substantial part.
This Code, approved by the Managing Directors of iSolutions, constitutes an official document to be acknowledged and complied with by all "Recipients of the Code", who act in any capacity on behalf of iSolutions.
1.1 What Legislative Decree No. 231/2001 provides for
Preamble. The Decree establishes that the Company shall be liable for offences committed in its interest or to its advantage by:
- persons with roles of representation, administration or management of the Company (so-called "top management");
- persons subject to the direction or supervision of one of the persons under a).
The Company shall not be liable for the offence committed by the above-mentioned persons if it proves that it has:
- adopted and effectively implemented organisational and management models capable of preventing offences of this kind;
- entrusting an internal body of the Company with the task of supervising the functioning of and compliance with the models.
What are the responsibilities for the company?If the Company is unable to prove the above, it shall incur the following sanctions:
- Financial penalties: from a minimum of € 25.823 to a maximum of € 1.549.371;
- Restrictive sanctions (duration no less than 3 months and no more than 2 years):
- prohibition from carrying on business;
- suspension or revocation of permits, licenses or concessions to the offense;
- prohibition to contract with the Public Administration (P.A.);
- exclusion from facilitations, financing, contributions or subsidies;
- prohibition to advertise goods or services.
- Confiscation of the price or profit of the offence;
- Publication of the conviction.
What are the risks for individuals who commit one of the offences set out in the Decree?
- Anyone who commits one of the offences referred to in the Decree shall be personally and criminally liable for the unlawful conduct he/she has committed.
What are the offences that trigger the liability of the company?
- offences against the Public Administration (P.A.);
- offences against the assets of the P.A;
- offences against public faith;
- corporate offences;
- offences with the purpose of terrorism;
- practices of mutilation of female genital organs;
- offences against the individual;
- market abuse;
- transnational offences;
- culpable injury and manslaughter (Law 123/2007);
- handling stolen goods, money laundering and use of illicit utilities.
1.2 The values of iSolutions
iSolutions intends to ensure that its employees, persons in top positions, as well as all those who act on behalf of the Company, do not commit offences that may not only discredit the image of the Company itself, but also lead to the application of one of the financial penalties and/or disqualifications that Legislative Decree no. 231/2001 provides for in the event that such offences are committed to the advantage or in the interest of the Company.
To this end, iSolutions has decided to adopt this Code, aimed at introducing a system of principles that should inspire the conduct of all persons who are part of the Company or who act on its behalf, including in dealings with the Public Administration both in Italy and abroad.
In fact, the growing need for fairness in business which characterises the current moment in history, of which the Decree is a clear example, also requires iSolutions to send a strong message to this effect to all those who come into contact with the company in the course of their work, for whatever reason (whether as workers or customers).
It is in virtue of this proposition that the Company today intends to strongly reaffirm that fairness and lawfulness in work and in business are and will always be an essential value of iSolutions, obliging it to oppose in every possible way any attitude, however small, that is not in line with the Company's values and that pretends to insinuate itself as a practice or bad habit among the networks of this corporate organisation.
The Code of Ethics is an official document of iSolutions, which contains the set of principles and rules to which it informs its own activity and that of the subjects working on its behalf; with it iSolutions intends to recommend, promote or prohibit certain behaviour, beyond and independently from what is provided for by the law in force in the Italian Republic.
The Code of Ethics has been adopted by iSolutions on its own initiative, having no legal obligation in this respect, and with a view to its general application in the Company's internal and external relations.
1.3 Recipients of the Code of Ethics
The Recipients of the Code of Ethics are all the employees of iSolutions, whether on permanent, fixed-term, project or other contracts; as well as agents, business brokers, agents, commercial partners, consultants, internal and external collaborators and, in general, all those who work in any capacity on behalf of the Company, even if on an occasional or de facto basis.
iSolutions also requires its customers to comply with the principles of the Code of Ethics, also by including in the contracts the express obligation to comply with the Code. It is also preferable for the Customers themselves to be equipped with a Code of Ethics or an effective and efficient Control Model for the prevention of the offences referred to in Legislative Decree no. 231/2001 or in the corresponding domestic law of the State in which the Customer operates.
iSolutions undertakes to distribute the Code of Ethics by appropriate means, so that all the Recipients are aware of it.
In view of the importance that the Company attributes to this document, it is considered an integral part of any employment or collaboration relationship. Therefore, all those who come into contact with iSolutions in any capacity whatsoever must undertake to behave in a manner consistent with the Code.
2. GENERAL PRINCIPLES
The general principles on which iSolutions has based its business conduct and the performance of its corporate activities since its incorporation are as follows:
2.1 Compliance of the Code of Ethics
iSolutions manages and organises its business in accordance with the principles contained in this Code and undertakes not to enter into or continue any relationship with anyone who proves not to share its content and spirit.
2.2 Lawfulness
iSolutions is committed to complying with the laws and regulations in force in the Italian Republic and in all the countries in which it operates.
- In particular, the corporate organs and employees of the Company are required to observe and ensure scrupulous compliance with the laws and regulations in force that underlie the types of offences referred to in Legislative Decree no. 231/2001, also with reference to those types of offences (e.g. practices of female genital mutilation, market manipulation, terrorism) which to date do not appear to have an impact on the Company's business.
- This obligation shall also apply to consultants, collaborators, agents, business brokers and third parties acting on behalf of the Company, even without using its name, in Italy or abroad.
- iSolutions absolutely condemns any conduct, even if only attempted, of corruption, bribery or money laundering, as well as unlawful payments and conduct aimed at obtaining personal or career advantages. Such conducts are not justified even if they are carried out with a view to pursuing an interest of the Company or, in any case, to its advantage.
2.3 Conducting business
iSolutions is committed to conducting its business with loyalty, legality, transparency, respect for the dignity of individuals and the clarity and integrity of information.
- In particular, the Company is committed to carrying out its business activities in such a manner as to always pursue the highest standards of quality and technological innovation, creating new alliances and strategic partnerships, or maintaining those already in place, with the main players in the Information Technology market, creating value for Shareholders, satisfaction for Customers and professional growth for Collaborators.
2.4 Transparency of information
iSolutions is committed to ensuring transparency of information in the performance of its activities, in the management of the financial resources used and in the subsequent reporting and accounting.
- Anyone working with the Company is required to provide complete, transparent, comprehensible and accurate information, so that third parties can make independent and informed decisions.
- Accounting records shall be based on accurate and verifiable information and shall reflect the nature of the transaction to which they relate. In particular, accounting records should: (i) provide the means to identify, prevent and manage, as far as possible, financial and operational risks and frauds to the detriment of the Company; (ii) perform checks that reasonably ensure that the value of assets is safeguarded and that losses are protected.
2.5 Loyalty.
Any internal or external relationship in which iSolutions is involved must be inspired by loyalty and good faith; the Company guarantees to be faithful to its word, promises and agreements, even in the absence of written proof.
- In particular, external communications must be truthful, clear, correct, transparent, timely, within the limits of the protection of company know-how, and carried out in compliance with the law and the principles of the Code of Ethics; it is not permitted to disclose false or biased news or comments.
- It is expressly forbidden for each Shareholder, Employee or Collaborator to make use of their position within the Company to obtain benefits or advantages in external relations, even of a private nature.
- iSolutions promotes its products and services without denigrating the competition.
2.6 Confidentiality.
Confidentiality is a fundamental value for iSolutions and is expressly guaranteed in relation to any information in its possession.
- In particular, "confidential information" shall mean any information relating to a project, a contractual proposal, even if still in the negotiation stage, a pricing policy, corporate development strategies, an event, even if still in the future and at the time uncertain, pertaining to the company's sphere of activity, as well as the Company's accounting and financial data, including consolidated data, until such time as it is disclosed to the public, following a communication made in accordance with the rules.
- The Recipients of the Code must: (i) respect the confidentiality of the information acquired in the performance of their duties, even after the termination of their employment; (ii) not use confidential information acquired within the Company except within the limits of the authorisation granted by iSolutions; (iii) use confidential information exclusively for social purposes and in any case in such a way as not to cause any economic or moral damage to the person concerned; (iv) refrain from disclosing confidential internal information to third parties, even if family members or friends; this also applies in the event that such disclosure might not benefit, even if only potentially, the Recipient in person, but rather persons related to him/her; (v) observe the security measures for the proper custody of confidential information.
- Moreover, all data relating to personnel are considered "confidential information". iSolutions guarantees the protection of the personal data of each Recipient in compliance with the current Privacy Law.
3.PRINCIPLES OF INTERNAL ORGANISATION
3.1 Fairness and traceability of business transactions
Every operation or transaction, in the broadest sense of the term, must be legitimate, consistent, congruent, documented, recorded and at all times verifiable.
- All operations or transactions involving money, goods or other financially assessable benefits belonging to the Company, or in any case referable to iSolutions, must be traceable, so that they can be verified at any time.
- Shareholders, employees and third parties in general who make any purchase of goods or services, including external consultancies, on behalf of the Company, must act in compliance with the principles of correctness, cost-effectiveness, quality and lawfulness and operate with the diligence of a good parent.
3.2 Anti-money laundering
Within the framework of the regulations in force, iSolutions undertakes to adopt the most appropriate control and supervisory measures in order to prevent any possible conduct aimed at the commission of the crimes of receiving stolen goods, money laundering and use of unlawful utilities.
- In particular, iSolutions has introduced appropriate measures to ensure that, also in its relations with consultants, suppliers, business partners and third parties, its financial resources are not used for the aforementioned purposes or for the commission of one of the offences provided for by Legislative Decree no. 231/2001.
- Directors who have relations with foreign counterparts are obliged to monitor and implement all organisational and control measures reasonably suitable to prevent the performance of activities that could potentially lead to so-called transnational offences (offences concerning money laundering, association offences, offences concerning migrant trafficking, offences of obstruction of justice).
- No Shareholder, Employee, Collaborator or, in general, Recipient of the Code of Ethics, for any reason, must be involved in operations that may involve the laundering of proceeds from criminal or illegal activities. Should any of the aforementioned persons become aware of such situations, even if not directly involved, they must promptly inform the General Directors or the competent Authorities.
3.3 Gambling
Within the framework of the legislation in force, iSolutions undertakes to adopt the most appropriate control and supervisory measures in order to prevent any possible behaviour aimed at committing the gambling offences referred to in Articles 718 to 720 of the Criminal Code.
- In particular, iSolutions has introduced appropriate measures, within the limits of its competence, to ensure that its software and technologies are not used for the commission of the crime of gambling or any illegal activity related to their use.
3.4 The other offences provided for under Legislative Decree No. 231/2001
Within the framework of the laws in force, iSolutions undertakes to adopt the most appropriate control and supervisory measures in order to prevent any possible behaviour aimed at committing crimes against the individual or with the purpose of terrorism or subversion of the democratic order, as well as to protect the physical and moral integrity of its workers.
3.5 Work environment
iSolutions is committed to protecting the moral and physical integrity of its employees and collaborators, ensuring them a pleasant working environment based on attention, understanding, trust and professional recognition, in compliance with the law and the principles of this Code.
- In particular, iSolutions will not tolerate any form of isolation, exploitation or harassment, whatever the cause; discriminatory behaviour on the grounds of race, language, colour, religious faith, political orientation, nationality, ethnicity, age, sex and sexual orientation, marital status, disability and physical appearance, economic and social condition is expressly prohibited.
- iSolutions promotes working conditions that foster creativity, active participation in company life, the ability to work in a team and the undertaking of responsibility.
- CiSolutions undertakes to safeguard its Employees and Collaborators from any act of psychological violence and to oppose any form of discrimination or harm to the person and his ideas; the Company repudiates all forms of sexual harassment and mobbing, as well as behaviours or verbal statements that may upset the sensitivity of the person.
3.6 Behaviour at the workplace
iSolutions is committed to protecting the free expression of the personality of its employees and to ensuring a working environment inspired by decorum and good manners.
- In the workplace, all Employees and Collaborators are required to wear clothes that are appropriate to the work context. The use of inappropriate or low-level language in both internal and external communications is not permitted. It is strictly forbidden to address a colleague in an offensive, threatening, insulting or in any case insensitive manner, thus offending the dignity of the person and the corporate image. All persons working with iSolutions, therefore, undertake to maintain among themselves and with third parties outside the Company relations based on respect, mutual helpfulness, kindness, courtesy and good manners, protecting privacy.
- Every Employee and Collaborator of iSolutions is responsible for the protection of the resources entrusted to him/her. Any form of alteration of a company asset is not allowed (by way of example, it is not allowed to load onto the company computer programs other than those already present without authorisation). Waste and improper use or use for personal purposes of any company asset is not accepted. All Collaborators have the duty to promptly notify the Directors of any damage to any company asset.
- Employees and Collaborators must contribute to encourage internal communication, because it contributes to the correct application of the values of the Code of Ethics, facilitates the exchange of information and therefore of experience, and allows to maintain a pleasant working environment. This can be achieved through a proper management of interpersonal relations with one's colleagues, trying to be a good example and favouring moments of dialogue and listening, both individual and group.
3.7 Internal audit system
iSolutions has identified its General Managers as the persons responsible for managing all aspects of the circulation and application of the Code.
- The General Directors are also responsible for receiving, analysing and verifying reports of violations of the Code, guaranteeing the confidentiality of the reporters.
- The internal audit system aims to ensure: (i) the achievement of corporate objectives; (ii) the safeguarding of corporate assets; (iii) compliance with the Code of Ethics by all Recipients; (iv) the efficiency and economy of corporate activities; (v) the reliability and accuracy of information, including accounting and financial information, circulating within the company or disclosed to third parties and the market; (vi) the confidentiality of corporate information that has not been disclosed to the public.
3.8 Customer relations
Customer satisfaction and the high quality standard of the products and services offered are of primary importance to iSolutions; the Company promotes the establishment of a relationship of active collaboration with its customers for the study and design of innovative solutions.
- iSolutions undertakes to anticipate as far as possible, and in any case to respond promptly, to Customers' requests.
- In order to establish and maintain the type of relationship indicated above with the Customer, iSolutions undertakes to: (i) not discriminate against Customers; (ii) operate in full compliance with the laws in force in the Italian Republic or in any other country in which it carries out its activities; (iii) comply with the commitments and obligations undertaken towards Customers; (iv) always behave in a manner inspired by professional competence, cooperation and courtesy; (v) promptly report to the competent authorities any conduct by its Customers that constitutes a criminal offence; (vi) comply with the laws in force in the Italian Republic or in any other country in which it carries out its activities.
3.9 Gifts
It is totally contrary to the principles of iSolutions to directly or indirectly offer money, important gifts or benefits of any kind of a personal nature to Customers, Suppliers, Public Institutions and Officials, in order to gain undue advantages.
- Acts of courtesy, hospitality and the offering of gifts of modest value are permitted.
- No Recipient of this Code of Ethics may receive gifts or favourable treatment, unless of symbolic value or in any case justified by the desire to establish and maintain normal courteous relations.
4. PRINCIPLES RELATING TO CORPORATE OFFENCES
iSolutions condemns any conduct by any person intended to facilitate, encourage, enable or induce the Directors of the Company to violate one or more of the following principles:
4.1: iSolutions condemns any behaviour aimed at altering the correctness and/or truthfulness of the data and information contained in financial statements, reports or other corporate communications required by law. All persons called upon to prepare the aforementioned documents are required to verify, with due diligence, the correctness of the data and information contained therein.
4.2: iSolutions requires that Directors and employees conduct themselves fairly and transparently in the performance of their duties.
4.3: it is forbidden for any of the Company's Directors to behave in such a way as to cause damage to the integrity of the Company's assets.
4.4: the Directors of iSolutions must not carry out any type of corporate transaction that could cause, even potentially, damage to creditors.
4.5: The Recipients of this Code, on the occasion of audits and inspections by the competent public authorities, must maintain an attitude of maximum cooperation and availability. It is forbidden to hinder in any way the functions of the Public Surveillance Authorities that come into contact with iSolutions due to their institutional functions.
March 1st, 2018