1. All of GME’s activities shall comply with the laws and regulations applicable in all the countries where they take place and, given GME’s particular institutional tasks, they shall comply with the reference legislation, as well as with GME’s regulations.
2. All of GME’s activities, namely those concerning the exercise of public powers or the provision of the public-interest service shall be duly documented or adequately traceable and verifiable.
3. All of GME’s business operations shall be duly documented, so as to provide accounting records that reflect the nature and substance of each operation in accordance with the applicable laws and regulations, as well as with the accounting principles established by the relevant bodies. GME deems it essential to apply principles of truthfulness and accuracy in any document reporting its business operations or financial data, in full compliance with the applicable legislation.
All employees and third parties involved in the preparation of GME’s financial statements or similar documents shall provide their utmost co-operation and ensure completeness and clarity of the reported information, as well as accuracy of data processing and reporting.
The conduct of employees and of all those acting in the interest of GME shall conform to the applicable company law and to the Civil Code, namely to articles: 2621 on false corporate communications; 2625 on obstruction to the performance of audits; 2626 on undue return of capital contributions; 2627 on unlawful allocation of net income and reserves; 2628 on unlawful transactions concerning the company’s or parent company’s shares; 2629 on transactions prejudicial to creditors; 2629 bis on non-reporting of conflict of interest; 2632 on fictitious capital formation; 2633 on undue allocation of corporate assets by liquidators; 2635 on corruption between private parties; 2636 on unlawful influence on shareholders’ meetings; 2637 on agiotage; 2638, paras. 1 and 2on obstruction to the performance of public supervisory authorities’ duties.
Employees and all those acting in the interest of GME shall comply with laws and regulations on market abuse, as per art. 184 on insider dealing and art. 185 on market manipulation of Legislative Decree 58/98, as subsequently amended and supplemented.
All employees and those acting on behalf of GME will also comply with the legislation on anti-corruption and transparency in respect of the provisions of Law 190/2012, Legislative Decree no. 33/2013 and Legislative Decree no. 39/2013.
4. Selection of suppliers, determination of purchasing terms and conditions, as well as management of contractual relationships shall comply with the applicable legislation and regulations, as well as with GME’s principles and relevant internal procedures.
5. Salaried personnel selection, recruitment, education, training, management and development shall take place without any discrimination and under criteria of merit, competence and professionalism.
6.External consultants shall be selected - under criteria of merit, competence and professionalism, as well as of effectiveness, efficiency and economics - among persons and companies of good reputation who/which shall adhere to the principles and guidelines expressed herein. Relationships with the aforesaid parties shall conform to the same principles. Contractual relationships with suppliers, external consultants and independent contractors shall be subject to compliance with the ethical principles expressed herein.
7.GME regards equal opportunity, respect for and attention to the disabled, prevention of risks, environmental protection, prevention of any form of pollution, as well as occupational health & safety in the performance of the Company’s activities, as a priority and constant commitment. All of GME’s activities shall be performed in full compliance with the applicable legislation on environmental protection and health & safety in workplaces, with a view to - among others - preventing the crimes referred to in articles 589 and 590, third paragraph, of the Italian Criminal Code (unintentional manslaughter and serious or very serious unintentional injuries) and committed in violation of legislation on injury prevention and health & safety in workplaces.
Occupational health & safety decisions of any kind and at any level (at both operational and senior level) shall be made and implemented on the basis of the following fundamental principles and criteria (as per art. 6, paras. 1 and 2, Directive 89/391/EC):
- avoiding risks;
- evaluating the risks which cannot be avoided;
- combating the risks at source;
- adapting the work to the individual, especially as regards the design of workplaces, the choice of work equipment and the choice of working and production methods, with a view, in particular, to alleviating monotonous work and work at a predetermined work-rate and to reducing their effect on health;
- adapting to technical progress;
- replacing the dangerous by the non-dangerous or the less dangerous;
- developing a coherent overall prevention policy which covers technology, organisation of work, working conditions, social relationships and the influence of factors related to the working environment;
- giving collective protective measures priority over individual protective measures;
- giving appropriate instructions to the workers.
GME relies on these principles to take the necessary measures for protecting the health & safety of workers, including activities of protection from and prevention of occupational risks, awareness, training and education, as well as the preparation of the necessary organisation and means.
8. Bribery, extortion by colour of office or coercion (“concussione”), illicit favours or payments, collusive conducts, solicitation (direct and/or through third parties) for personal gain and career advantages, also in view of obtaining promotions or other assignments within GME to one’s own benefit or to the benefit of third parties, which may be carried out directly or through persons acting on behalf of GME in Italy and abroad, are contrary to GME’s principles and contrary to the provisions of Law 190/2012.
9. Offering or accepting any valuable item, service, work or favour, in order to obtain a more favourable treatment in any relationship with the Public Administration or persons in charge of a public-interest service, is contrary to GME’s ethics. In business dealings, filings or relationships with the Public Administration or persons in charge of a public-interest service, no undue influence shall be exerted on the decisions of the parties, including officers representing the Public Administration or persons in charge of a public-interest service. GME shall at all times act with the utmost prudence and follow this general criterion in all of its activities.
10. In particular, when submitting bids to the Public Administration or persons in charge of a public-interest service, GME shall act in compliance with the applicable laws and rules of fair commercial practice. In its relationships with the Public Administration or persons in charge of a public-interest service, GME shall abstain from relying on consultants or other persons that may give rise to conflicts of interest. In its business dealings, filings or relations with the Public Administration or persons in charge of a public-interest service, GME shall refrain from the following (direct or indirect) actions:
- examining or proposing employment and/or business opportunities which may advantage civil servants or persons in charge of a public-interest service;
- offering gifts, except as provided for in article 10.3 below;
- soliciting or obtaining confidential information that may compromise the integrity or reputation of both parties.
All of the above-mentioned rules of conduct in relations with members of the Public Administration shall also apply to relations with members of the bodies of the European Union and officers of the European Union and of foreign countries.
11. Contributions, subsidies or funds obtained from the State, other public bodies or the European Union shall not be used for other than their intended purposes. Using or submitting false or untruthful declarations or documents, or omitting due information, or anyway using artifices or deceptions in order to obtain the above disbursements or any unfair profit to the prejudice of the State or other public bodies, are prohibited.
12. The facts represented and the documents submitted for obtaining funds, contributions, subsidies or other benefits shall be truthful, accurate and complete.
13. All of GME’s employees and contractors who/which - in any capacity - have access to the IT or ICT systems of the Public Administration shall not alter their operation in whatever way, by handling data, information and software without right and in whatever form.
14. GME shall not contribute to financing political parties, movements, committees or individual candidates, as well as trade-union organisations or their representatives, unless otherwise specified in legislation on trade-union organisations.
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