Code of ethics and conduct

Ed.2 – Rev.2 – 22.09.2020

ISO 19600:2014
UNI EN ISO 9001:2015
UNI EN ISO 14001:2015
UNI ISO 45001:2018
D.Lgs.231/01 e smi e D.Lgs.14/19 smi

This document cannot be assigned and/or reproduced (even in part) without authorisation from the Management of SAVERAL SRL
If recipients of copies of this document that are subject to review take up other duties within the organization, in positions that do not require it to be assigned to them, or if they leave the organization for any reason, they must return their copy of it to Management.
Infringement of the above-mentioned rule may be prosecuted under the provisions of the Italian Civil Code and the laws and regulations in force.


Table of content

    4.1. General Declarations
    4.2. Personal gifts and favours
    4.3. Relations with the Public Administration and Public Authorities
    4.4. Dealings with suppliers, outsourcers and contractors
    4.5. Equal employment opportunities
    4.6. Accounting and administration – transparency
    4.7. Company activity and documentation – transparency
    4.8. Dealings with the Inspection, Supervision and Control Bodies and Authorities and with the Legal Authorities – transparency
    4.9. Political contributions
    4.10. Conflict of interest
    4.11. Privacy
    4.12. Protection of personal data
    4.13. Electronic data protection
    4.14. Money laundering, self-laundering and receiving stolen goods
    4.15. Prohibition of possession or access to or viewing of pornographic material – transparency
    4.16. Management of money, goods and other benefits
    4.17. Disclosure of company data and information
    4.18. Protection and proper use of company’s assets
    4.19. Health and Safety in the workplace
    4.20. Elements of environmental protection
    4.21. Infringement of copyright
    4.22. Relations with the media
    8.1. Function, independence and principles of the disciplinary system
    8.2. Recipients
    8.3. The rules constituting the CMS-MOG231 Model
    8.4. Sanctions
    8.5. Sanctions against employees
    8.6. Sanctions against managers
    8.7. Sanctions against members of the Shareholders and the Board of Directors
    8.8. Sanctions against consultants, contractors, interns, service companies and third parties
    8.9. Criteria for proportionality of sanctions
    8.10. Determination of sanctions


The market context, the expectations of the company, the needs of economic operators, the current national and international regulatory framework, the evolution of the market and the importance of Compliance within the company’s organisational processes, make it essential to codify the principles of ethics, behaviour, legitimacy, loyalty, honesty and transparency, on the basis of which the conduct of all those who operate and interact directly or indirectly with SAVERAL SRL (hereinafter SR or corporation or company or organisation or company) must made to conform.
New legislation introduced in Europe and in Italy further emphasizes the centrality of ethics in work, in responsible and conscious behaviour and in relationships that, as well as representing intrinsic values, are increasingly seen as a guarantee for the benefit of all the public or private entities and legal or natural persons who are stakeholders in SR.
SR has adopted the provisions of Legislative Decree 231/01, as subsequently amended and supplemented (hereinafter 231), which introduced into the Italian legal system the administrative liability of an entity (understood as a legal entity), when crimes are committed in its interest or to its advantage, by persons who occupy senior or subordinate positions in it.
231 provides for a particularly rigorous system of sanctions against convicted entities and also envisages that the Code of Ethics and Conduct, managed within an effective and EFFICIENT organization, management and control model, should act as a protective force for the benefit of SR.
SR confirms, also through the application of this “Code of Ethics and Conduct”, that it considers ethical conduct as one of the primary reference points for its activities and for its management and economic choices, in the absolute belief that the objective of serving particular interests should not justify conduct that is not in line with ethical principles and with the laws and regulations in force.
This Code of Ethics and Conduct is an integral part, as an ANNEX, of the Compliance Management System – Organisation and Control Model 231 (hereinafter CMS-MOG 231). This model is represented by a Compliance Management Manualand by a series of related documents – procedures, protocols, instructions and other documents – designed and drafted with reference to
1. voluntary international standards

  • ISO 19600:2014
  • ISO 9001:2015
  • ISO 14001:2015
  • BS OHSAS 18001:2007

2. Italian Legislative Decree 231/01 and subsequent amendments
The current version of this CMS-MOG 231, as regards the part referring to the requirements of the voluntary international standard – ISO 9001:2008 is certified by an Accredited and Recognized Certification Body pursuant to EU Regulation 765/2008.
This Code of Ethics and Conduct is an official document, approved by the Shareholders’ Meeting of SV, and sets out a series of principles, rights, duties and responsibilities for all recipients.
The term RECIPIENTS means all the various “stakeholders”.
ISO 19600:2014 Compliance Management System – Guidelines defines Stakeholder as follows:
Person or organization that can condition, be conditioned, or perceive itself as conditioned by a decision or activity”.
In the case of SV, therefore, the Stakeholders are:
shareholders, directors, members of the Supervisory Body 231, the managers indicated in the current organisation chart, employees, contractors, consultants, suppliers, outsourcers, partners, customers, without any exception, and all those (representatives of the Public Administration, associations and local communities, control bodies and Public Authorities, etc.) who establish relationships or dealings, directly or indirectly, on a permanent or temporary basis, for various reasons with SR.
All recipients are required to comply with the indications contained in this Code of Ethics and Conduct and therefore have the duty and responsibility to know, share and accept the principles and rules that it contains, refraining from any conduct that is contrary to it.
All recipients must cooperate and notify any violations of the contents of this Code of Ethics and Conduct, by any of the recipients, and if necessary report them to theSupervisory Body 231 of SR appointed for this purpose by the Shareholders’ Meeting.
This document also defines the SYSTEM OF SANCTIONS to be applied in the event of non-compliance with with the indications it provides and those provided by document CMS-MOG 231 of SR.
Persons holding SENIOR and SUBORDINATE positions of responsibility in SR, as indicated in the current organisational chart, are required to set an example for their employees, collaborators, colleagues andstakeholders in general, and to direct them to comply with this Code of Ethics and Conduct and to encourage compliance with the indications it contains.
In particular, the Shareholders and directors, and SENIOR PERSONNEL in general, are required to observe it when proposing and outlining company strategies and projects and in realizing the goals, objectives, actions and investments of SR.
Violation of this Code alters the relationship of trust between SR and the recipients who violate it.
In particular for employees and contractors, such violation is to be considered as an integral part of their obligations under Article 2104 of the Italian Civil Code.
SR undertakes to keep this Code of Ethics and Conduct up to date, in order to keep it in line with infrastructural and organisational developments and with the future development of the regulations that fall within the perimeter of Compliance that the company intends to manage with its CMS-MOG 231.


For SR, ethics in the conduct of business and work, with respect for regulatory compliance as set out in its CMS-MOG 231, is a condition for success and long-term survival and a tool for promoting its image and “social” reputation, elements that represent a primary and essential value for the company.
The processes, activities and actions of SR and how they are managed are based on:

  • operational and administrative integrity and transparency, so as to comply with current legislation and in order to provide an adequate guarantee of conduct to all stakeholders.
  • respect for the needs of employees and contractors: the creation of a working environment based on fairness, loyalty, mutual respect, cooperation and the promotion of diversity, professional skills and abilities, responsibility, involvement, continuous research into development and innovation, with respect for the rules, the work environment and the surrounding environment, the health and safety of individuals, so that those who work there will feel protected, respected, valued and motivated.
  • respect for the environment: SR carries out its activities with the utmost respect for and protection of the environment.
  • equity, impartiality, respect and dignity in the treatment of individuals: SR carries out its ordinary and extraordinary activities without any discrimination based on race, religion, political opinion, nationality, ethnic origin, age, sex, sexual orientation, physical condition, marital status, family situation or any other form of discrimination (in accordance with the laws in force).
  • respect for individual rights and human dignity: SR rejects any form of violation of individual rights and human dignity, slavery or exploitation of child labour.
  • repudiation of terrorism and of Mafia, anti-democratic and violent practices: SR rejects any form of settling national and international political disputes pursued through terrorist activities, anti-democratic practices, violence, etc.


This Code applies without exception to all Shareholders, to members of the administrative body and the Supervisory Body and to employees and contractors who work directly in SR;
External contractors and the suppliers and outsourcers of SR are also required to comply with this Code when dealing with, or acting in any capacity and at any level with stakeholders in the name and on behalf of SR.


4.1. General Declarations

All recipients identified among the senior or subordinate subjects, whether an employee or contractor of SR in various capacities (hereinafter Recipient), must, in carrying out their duties, respect the principles of good faith, transparency, faithfulness and loyalty in dealing both with colleagues and with third party stakeholders with whom they come into contact.
The information disseminated by SR must be complete, transparent, comprehensible and accurate, so as to comply with current legislation and allow those who read and/or acquire it to make informed decisions about the relations to be maintained with SR.

4.2. Personal gifts and favours

No SR recipient must offer money, goods, services or benefits of any kind, either in the name or on behalf of the company, or in a personal capacity, to employees, collaborators or emissaries of persons, companies, associations or bodies, or to persons used by the latter, in order to induce, remunerate, prevent or in any way influence any action or event in the interest or to the advantage (even potential) of the company.
No recipient may accept or give money, goods, services of any kind from/to suppliers, outsourcers or customers, in connection with his/her duties or his/her person or in any case with the activity of SR, outside the normal and permitted employment or contractual relationship.
The above provisions apply to dealings with persons, companies or bodies, both private and public, both in Italy and abroad.
Small gifts or courtesies are allowed, as an exception to the foregoing points, provided that they comply with local customs and are not prohibited by law. These exceptions must be notified and expressly allowed by the Supervisory Body.

4.3. Relations with the Public Administration and Public Authorities

In dealings betweenSR recipients and the Public Administration or Public Authorities, including through third parties, the following principles must be respected:

  • when any business negotiation, request or relationship with the Public Administration and/or Public Authorities and Institutions is in progress, the recipients must not attempt to improperly influence the decisions, nor to encourage actions contrary to the duties of office, of managers, officials or employees of the Public Administration or their relatives or household members, even if carried out to the advantage or in the interest (even only potentially) of SR.
  • certain behaviours that are part of normal business practice may be considered unacceptable, although not in open violation of laws or regulations, if pursued in dealing with employees or contractors of the Public Administration or Public Authorities and Institutions or with officials acting on behalf of the Public Administration or Public Authorities and Institutions.

The recipients of SR must not therefore:

  • investigate or propose opportunities for employment and/or business relations that could benefit employees of the Public Administration or Public Authorities and Institutions, whether personally or to the benefit of their family members;
  • offer, or in any way provide, money, gifts or gratuities;
  • exert unlawful pressure and promise any object, service, work or provision, including those of third parties;
  • solicit or obtain confidential information that could compromise the integrity or reputation of both parties.

For the purposes of this guideline, conventional gifts of modest value and proportionate to the case shall not be considered as gifts. In reference to this aspect, see the previous point.
It is also forbidden to make misleading or, worse still, false statements to National or Community Public Authorities or Bodies in order to obtain disbursements, donations, contributions and public funding, including subsidised funding, or to obtain concessions, permits licenses or other administrative provisions.
It is forbidden to allocate sums received from Public Authorities or Bodies by way of disbursements, donations, grants or financing, for purposes other than those for which they were assigned. It is further forbidden to modify the functionality of computer or telematic systems or to manipulate the data they contain in order to obtain an unfair profit, causing damage to the Public Administration or Public Authorities and Institutions.

4.4. Dealings with suppliers, outsourcers and contractors

In dealing with suppliers, outsourcers and contractors, the recipientsshall endeavour to ensure that the SR system is considered a model to be followed in managing activities and relationships.
In the relationships based on collaboration, outsourcing, procurement and in general the supply of goods and/or services, each recipient shall, in relation to his/her own functions, take care to observe not only current legislation, but also the internal procedures for the selection and management of relations with suppliers, contractors and employees and to select persons and companies who are qualified and possess the requirements according to the laws in force.
All the above is on the basis of criteria related to the objective competitiveness of the services, work, products and materials offered and their quality, which, in the context of activities considered sensitive pursuant to 231, means that the supplier, outsourcer or contractor must meet the ethical parameters set out in this Code of Ethics and Conduct and in CMS-MOG 231 of SR
SR undertakes to make its suppliers, outsourcers and contractors aware of the commitments imposed by this Code of Ethics and Conduct, informing them that they can consult a hard copy of this document.

In addition to compliance with current legislation, SR supply/outsourcing/external cooperation contracts also include the express obligation to comply with the principles of this Code of Ethics and Conduct, as well as specifying initiatives to be taken in the event of non-compliance on the part of suppliers, outsourcers, partners and contractors with this obligation.
SR also undertakes to adopt the appropriate disciplinary initiatives in the event of failure by suppliers, outsourcers, partners and contractors to meet the obligation to comply with the rules of this Code of Ethics.
The fees and/or sums in any case paid to employees, partners and outsourcers in performing their duties must be reasonable and proportionate to the activity to be carried out, as specified in the contract, taking into account market conditions or professional rates.
Payments may not be made to anyone other than the other party to the contract, nor in a third country other than that of the parties or the country where the contract is performed.

4.5. Equal employment opportunities

Each employee or employment candidate must be treated by SR in a “fair” manner, based on individual qualifications, skills, experience and other usual recruitment criteria and practices.
The company requires all human resource management activities to be carried out without regard to race, religion, colour, sex, national origin, disability or social status. No employee or contractor shall be discriminated against based on any of these factors.
The company expects its senior management and subordinates, employees and contractors, to comply with all legislative and regulatory provisions on discrimination and harassment.
In addition to its obvious compliance with current and applicable law, the company endeavours, by focussing particular attention on acceptance of diversity, to create and maintain a working environment in which everyone is free from discrimination and harassment, in order to ensure personal safety and development of potential.
The company prohibits the employment of foreign staff without a valid residence or work permit; this prohibition is also extended to contractors and employees of suppliers and/or outsourcers.

4.6. Accounting and administration – transparency

Every operation and/or transaction, carried out or put in place for the benefit of SR or in its interest by the recipients, must be based on the utmost correctness in terms of management, completeness and transparency of the information, on the formal and substantial legitimacy, and the clarity and truthfulness of the accounts, in accordance with current regulations and according to the protocols and procedures adopted by SR through the implementation of its CMS-MOG 231.
Each operation and/or transaction must also be subject to verification by the persons entitled to do so, in accordance with the provisions of current legislation.
For each operation, adequate supporting documentation on the activity carried is kept in the records, so as to allow:

  • easy accounting and administrative recording;
  • the identification of the various levels of responsibility;
  • the accurate reconstruction of the operation, also to reduce the probability of misinterpretation.

These principles also apply to the case of payment of sums or benefits through persons or companies acting on behalf of SR.
SR requires accurate, timely and detailed reports on financial transactions, accompanied by adequate supporting documentation.
All recipients are forbidden to adopt behaviours or allow omissions to occur that could result in the recording of fictitious transactions, or in misleading or insufficiently documented records, in the failure to record commitments, even if only guarantees, from which responsibilities or obligations on the part of SR to third parties may arise.
Each record must reflect exactly what is shown by the supporting documentation.
Within the scope of his/her role and responsibilities, each recipient is responsible for ensuring that the documentation is easily traceable and sorted according to logical criteria.
Recipients who become aware of omissions, falsifications or negligence in the accounting or documentation on which the accounting records are based are required to report to the Supervisory Body 231.

4.7. Company activity and documentation – transparency

In order to avoid the commission of the corporate offences expressly referred to in 231, any legally required prospectus or document relating to the economic and financial situation of SR must be drawn up by the recipients clearly, completely and truthfully and must fairly represent the economic and financial situation of SR.
Each recipient must guarantee and facilitate all forms of monitoring of corporate and economic management provided for by current regulations on this matter and must not in any way obstruct such monitoring activities attributed by law to the shareholders, to the Supervisory Body 231, to the Board of Statutory Auditors (if appointed) and to other entitled parties.
No recipient shall make a false or misleading statement to the internal or external auditors.
Furthermore, no recipient shall conceal or falsify the information, so that statements provided to the auditors will be clear and not misleading.
The establishment of hidden or unrecorded financial funds or assets is prohibited.
No false or fictitious entries or statements must ever be recorded in the books, records or declarations of SR for any reason, and no recipient shall misappropriate or embezzle SR’s funds or assets or be involved in any decision that results in such actions.
All reporting information (such as expense reports, invoice transmissions, inventory records, etc.) must be accurate, true and timely and must provide a truthful view of the facts.
No transaction or payment made on behalf of SR shall be made with the intention or knowledge that the transaction or payment is different from that indicated in the supporting documentation.
Each recipient must also observe and ensure strict compliance with all legal provisions for protection the integrity and effectiveness of the share capital, in order not to undermine the guarantees of creditors and third parties in general.
Finally, the regular functioning of SR and of the corporate bodies must be ensured, guaranteeing and facilitating free and correct decision making by the shareholders’ meeting.

4.8. Dealings with the Inspection, Supervision and Control Bodies and Authorities and with the Legal Authorities – transparency

In line with their roles and duties, recipients must promptly, correctly and in good faith provide all the communications required by law to the private verification and certification bodies, to the public supervisory and control authorities and to the judicial authorities, and they must also send the data and documents required by current legislation and specifically requested by the aforementioned bodies and authorities, without any obstructions to the audit, inspection, verification, supervision and control functions that they legitimately exercise.
It is not permitted – either directly or indirectly, or through a third party – for recipients to offer money, gifts or compensation, in any form, or to exert unlawful pressure, or to promise any object, service or favour to managers, officials or employees of the audit and inspection bodies or of the Authorities, or to their relatives or to members of their household in order to favour or damage a party in any civil, administrative or criminal proceedings.
Recipients are forbidden from exerting pressure of any kind whatsoever on a person called upon to make declarations, or from making false or untrue statements, and it is forbidden to help those who have committed a criminal offence to avoid investigations by the Public Authority or not to cooperate with its investigations.

4.9. Political contributions

No member of SR is authorised to provide any funding or contribution, direct or indirect, to political parties, movements, organisations or candidates on behalf of the company, nor shall he/she finance associations or sponsor events or conventions whose purpose is political propaganda, unless in compliance with the provisions of current legislation on the subject and unless authorised by the administrative body.
No asset or structure belonging to SR may be used directly or indirectly (through lobbyists, political action committees or others) for candidates for political offices or political organizations without the prior written approval of the Legal Representative of SR.
Each recipient may, of course, make personal contributions to the candidates or political party of their choice, but no recipient will be rewarded or reimbursed by SR for any contribution made in a personal capacity.

4.10. Conflict of interest

In carrying out any activity, situations must always be avoided where the recipients involved in the transactions have, or may have, a conflict of interest.
For example, the following situations create a conflict of interest for recipients:

  • economic and financial interests of the recipients and/or their family members in activities involving employees, suppliers, outsourcers, partners, customers or competitors;
  • undertaking competitive activities, including contract work and consultancy, with customers, suppliers, outsourcers, partners or competitors;
  • use of one’s position in the company or of information acquired in the course of work in such a way as to create a conflict between one’s own personal interests and the interests of SR;
  • acceptance of money, favours or benefits from persons or companies or third parties in general who are or intend to enter into a business relationship with SR.

SR recognizes and respects the right of recipients to hold interests in investments, business or other activities outside of those carried out in the interest of the company itself, provided that these activities are legal and compatible with the obligations assumed as shareholders, directors, employees or contractors of SR.
Any recipient who finds himself operating in a situation where there is a possible, or even potential, conflict of interest is required to immediately inform the Legal Representative of SR and/or theSupervisory Body and indicate the situation that could potentially affect the impartiality of his conduct.
Where shareholders or directors are involved in such a situation, the obligation referred to in this paragraph is duly regulated by the provisions of the specific articles of the Italian Civil Code.
In carrying out the duties of loyalty and faithfulness that characterize the overall conduct of SR, each recipient must refrain from undertaking any activity or pursuing any interests in conflict with those of SR.

4.11. Privacy

All recipients must refrain from disclosing any confidential information or information relating to the activities of SR or using such information for their own benefit or for the benefit of third parties, since privacy is a fundamental asset in dealing with the customer or any other person.

4.12. Protection of personal data

“Personal Data” means any information relating to a natural or legal person, entity or association, identified or identifiable, even indirectly, by reference to any other information, including a personal identification number.
Therefore, the personal data in question relate both to those who work in and for SR, and to all categories of stakeholder who interface with the company (e.g. customers, suppliers, outsourcers).
In order to guarantee the protection of personal data and data in general, SR, through the recipients of this Code of Ethics and Conduct, undertakes to process that data in compliance with the relevant regulations and in particular according to the principles of transparency, lawfulness and correctness of data.
NC guarantees that the processing of data is relevant for the purposes declared and pursued, in the sense that personal data will not be used for secondary purposes without the consent of the data subject.
The data management methods comply with the provisions of the Technical Security Regulations (DTS) pursuant to Legislative Decree 196/03 and subsequent amendments that is available in SR

4.13. Electronic data protection

All recipients of this Code of Ethics and Conduct are required to use the IT, telematic, electronic and telephone resources in strict compliance with the provisions of the Technical Security Regulations of SR pursuant to Legislative Decree 196/03 and subsequent amendments. In particular it should be noted that:

  • E-mail and internet systems are made available for uses related to the corporate purpose and for carrying out specific work activities.
  • TheInternet connection or the computers must not be used to consult, transmit or download inappropriate content or content for purposes other than work, with particular regard to accessing pornographic or child pornography sites.
  • Recipients are not allowed to use the computer technology of SR or third parties to illegally “access” computer systems of the State, public bodies or other third parties, or to hold or disseminate access codes to them, or to damage, even accidentally, information, data and computer programs, or to interrupt their operation and related communication activities, or to produce false public computerised documents.

Each of these types of conduct constitutes conduct that is punishable by criminal law.

4.14. Money laundering, self-laundering and receiving stolen goods

The company and all the persons working for SR must never carry out or be involved in activities that could involve laundering (i.e. acceptance or handling) the proceeds from criminal activities in any form or manner of either money laundering, receiving stolen goods or self-laundering; therefore, they must verify in advance the information available (including financial information) on commercial partners, suppliers, outsourcers, contractors and third parties in general, in order to verify their respectability and the legitimacy of their activity before entering into business relations with them.
In particular, personnel working or collaborating with SR must always comply with the application of anti-money laundering regulations in any competent jurisdiction.

4.15. Prohibition of possession or access to or viewing of pornographic material – transparenc

It is absolutely forbidden for the recipients to distribute, hold, consult, view, disclose, disseminate or advertise pornographic material or virtual images, with particular reference to those made using images of minors, on the premises of SR or in any other place that can be linked to the company.
Virtual images means images created using graphic processing techniques that are not associated either in whole or in part with real situations and whose quality of representation makes them appear as actual situations although not real.

4.16. Management of money, goods and other benefits

Recipients are forbidden to replace or transfer money, goods or other benefits deriving from crime, or to carry out other operations in relation to them in such a way as to obstruct the identification of their criminal origins. It is also forbidden to use the aforesaid assets in economic or financial activities.
SR forbids subscription to any type of agreement that is known or suspected to have been put in place to facilitate any acquisition, holding, use or control of any property or money with the aim of obscuring the criminal origin thereof. If a recipient suspects that money laundering or self-laundering of money or receiving of stolen goods is taking place, he/she must inform theSupervisory Body 231 and/or the Legal Representative.
Counterfeiting and/or the putting into circulation and/or use of counterfeit banknotes, coins, stamps and watermarked paper is prohibited.
A recipient who receives payment in counterfeit banknotes, coins or credit cards shall inform the Chairman of the Board of Directors or theSupervisory Body 231 so that they can make the appropriate reports.

4.17. Disclosure of company data and information

Information concerning SR must be timely and coordinated and must be provided in a truthful and homogeneous manner.
All information regardingSR should only be provided by subjects directly responsible by their role and function for communication within and outside the company.
In the event of requests for confidential company data and information from internal or external parties, the recipients must refrain from providing the information directly or indirectly. Instead they must forward the request to the competent corporate functions.
The persons charged with disclosing information concerning SR to the public, including in the form of speeches, participation in meetings and conferences, publications or any other form of presentation, must comply with the provisions issued by SR and receive, where applicable, prior authorisation from the function delegated to provide it.

4.18. Protection and proper use of company’s assets

The recipients of SR are required to work diligently to protect the company’s assets through appropriate and aware behaviour.
To this end, they are responsible for safeguarding, conserving and defending the assets, both tangible and intangible, and the resources entrusted to them as part of their activities and they must make use of them in accordance with the company’s interests, avoiding any improper use to the advantage or for the benefit of third parties that may cause damage or a reduction in effectiveness and efficiency, or in any case which conflicts with the image of SR.

4.19. Health and Safety in the workplace

Regarding the application of current legislation on prevention and protection in the workplace, the recipients, as part of their role within the Prevention and Protection Service (Employer, Prevention and Protection Service Manager, emergency workers, worker) must comply, so that the provisions contained in the corporate Risk Assessment Document drawn up pursuant to Legislative Decree No. 81/08, as subsequently amended, and in the other representative documents (Single Documents for the Assessment of Interference Risks – DUVRI), protocols, procedures and instructions of the CMS-MOG 231 Manual are rigorously applied, with particular reference to the notification of the Prevention and Protection Service Manager or theSupervisory Body 231 regarding all those situations of danger and/or accident, even potential, that may occur in carrying out company activities, with a view to preventing and and controlling such situations.

4.20. Elements of environmental protection

With reference to the application of current legislation on environmental impacts and combating pollution, the recipients must comply so that the provisions of Italian Legislative Decree 152/06, as subsequently amended, contained in the protocols, procedures and instructions of the CMS-MOG231 that has been adopted are strictly applied, with particular reference to notification of the company’s Legal Representative or theSupervisory Body regarding all those situations of danger and/or accident, even potential, that may occur in carrying out company activities, with a view to preventing and and controlling such situations.

4.21. Infringement of copyright

Each recipient is obliged to operate in compliance with current legislation on both copyright protection – by preparing the necessary documentation within the required time frame to obtain the necessary authorizations for the use of the protected material and by paying the corresponding fees to the authors – and on the protection of the instruments or distinctive signs (trademarks, patents, models and drawings, software licenses).
Regarding this last point SR explicitly forbids all internal recipients, employees and contractors whose position may bring them into contact with trademarks, patents and/or drawings and models or software of others to counterfeit and/or use such trademarks or distinctive signs or such counterfeit or altered patents.

4.22. Relations with the media

Relations with the mass media are reserved for the specific designated company bodies, in compliance with internal procedures.
It is forbidden for contractors/employees to:

  • issue any information relating directly or indirectly to the company to representatives of the media;
  • disseminate false information and news.

The information must be transparent, true and correct. It must be consistent with corporate policies and strategies and must not be formulated in a way that creates misunderstandings or ambiguities.


SR undertakes to promote and guarantee adequate knowledge of the Code of Ethics and Conduct and to disseminate it, by all means deemed most appropriate by the parties concerned, through specific and suitable communication activities.
So that everyone can make their behaviour comply with the conduct described, an adequate training programme is guaranteed, as well as continuous promotion of awareness on the values and ethical standards contained in this Code of Ethics and Conduct.


SR undertakes to comply with and ensure compliance with the rules, also and above all through the action of the Supervisory Body; the establishment of such a body, pursuant to the Italian Legislative Decree 231/01 (Article 6) and subsequent amendments, is a mandatory condition for the “exemption of liability” attributed to the model itself by application of the decree.
The chief mandatory requirements for Supervisory Body 231 are integrity, autonomy and independence, professionalism and continuity of action, in the forms permitted by the aforementioned Article 6 and according to the latest revision of the Confindustria Guidelines.
This body is responsible for supervising and monitoring the implementation of the Code of Ethics and Conduct, and in particular:

  • to constantly monitor the application of CMS-MOG231 and in particular of the Code of Ethics and Conduct, also through the acceptance of reports and suggestions;
  • to report any significant violations;
  • to issue binding opinions on any revision of the Code of Ethics and Conduct or of CMS-MOG231, in order to ensure that the latter remains consistent with the Code itself.


SR will establish adequate channels of communication through which interested parties may submit written reports on violations or suspected violations of the Code of Ethics and Conduct.
In particular, the address of the Supervisory Body 231 account where any reports are to be sent is provided at the e-mail:
The Supervisory Body responsible will analyse the report and will act in such a way as to protect the subject against any type of retaliation.
Where a violation is confirmed, Supervisory Body 231 may propose a definition of the measures to be adopted according to the regulations in force and according to the disciplinary and sanction system adopted by SR.


8.1. Function, independence and principles of the disciplinary system

The sanction system is aimed at preventing and sanctioning, from a contractual point of view, the commission of administrative offences arising from crimes under Italian Legislative Decree no. 231/2001, as subsequently amended and supplemented.
The application of sanctions is independent of the initiation and outcome of criminal proceedings initiated by the Judicial Authority, where the conduct to be censured constitutes a relevant offence pursuant to Italian Legislative Decree 231/2001 as subsequently amended and supplemented
1. Legality: Article 6, paragraph 2, letter e), of Italian Legislative Decree no. 231/01 requires the organisational and management model to introduce a disciplinary system suitable for sanctioning non-compliance with the measures indicated in CMS-MOG231; it is therefore the responsibility of SR to:
i) draw up a set of “rules of conduct” and procedures in advance as an integral part of CMS-MOG 231;
ii) adequately specify disciplinary cases and the related sanctions;
2. Complementarity: the disciplinary system envisaged is complementary, not alternative, to the disciplinary system established by the current National Collective Labour Agreement (CCNL) for small-scale mechanical engineering applicable to the various categories of employees employed in SR;
3. Publication: SR will provided maximum and adequate knowledge of CMS-MOG231 and this Code of Ethics and Conduct, first of all through publication in a place accessible to all workers (Article 7, paragraph 1, of the Workers’ Statute)1, as well as by delivering by hand and/or e-mail to the individual recipients;
4. Right to a fair hearing: the guarantee of the right to a fair hearing is is satisfied, not only through prior publication of CMS-MOG231 but also with the prior written notification of the charges in a specific, immediate and immutable way (Article 7, paragraph 2, of the Workers’ Statute)2;
5. Graduality: the disciplinary sanctions have been drawn up and will be applied according to the gravity of the infringement, taking into account all the circumstances, objective and subjective, aggravating or otherwise, that characterized the infringement and the gravity of the damage to the company asset protected;
6. Typicality: the infringement must be expressly defined by the Decree as an offence and the infringement must correspond to the charge on which the disciplinary sanction is based;
7. Timeliness: the disciplinary procedure and the possible imposition of the sanction must take place within a reasonable and defined period after the procedure is initiated (Article 7, paragraph 8, of the Workers’ Statute)3;
– 1 Art. 7. Disciplinary sanctions: 1. The disciplinary rules relating to sanctions, to the violations for which each of them can be applied and to the procedures for disputing the sanctions must be made known to the workers by posting them in a place that is accessible to everyone. They must apply anything established by employment contracts where these exist.
– 2 Art. 7.Disciplinary sanctions: 2. The employer may not adopt any disciplinary against a worker without first having informed him/her of the allegation and without having heard his/her defence.
– 3 Art. 7. Disciplinary sanctions: 8. No effect of the disciplinary sanctions may be taken into account once two years have passed since the application thereof.
8. Presumption of guilt: the violation of a rule of conduct, a prohibition or a protocol or a procedure as specified by CMS-MOG231, is presumed to be of a culpable nature and its seriousness will be assessed, on a case by case basis, by the Representative, possibly after consulting the Supervisory Body (Article 6, paragraph 2, letter E, of Italian Legislative Decree 231/01 as subsequently amended);
9. Effectiveness and sanctionability of the attempted violation: in order to make the disciplinary system suitable and therefore effective, sanctionability will be assessed even for conduct that simply puts the rules, prohibitions and protocols and procedures provided for respectively by this Code of Ethics and by the CMS-MOG231 at risk or even just for preliminary acts aimed at violating them (Article 6, paragraph 2, letter e), Italian Legislative Decree 231/01 as subsequently amended and supplemented).

8.2. Recipients

The following are subject to the application of this Disciplinary System: Shareholders, Members of the Administrative Body, managers, employees (middle managers and employees), consultants, contractors and third parties in general (customers and suppliers and outsourcers and stakeholders in general) who have contractual relations with the company.
The procedure for imposing the sanctions provided for in this disciplinary system shall take account of the particularities arising from the legal status of the entity against whom the proceedings are being conducted.
In any case, Supervisory Body 231 must be informed of the disciplinary procedure to be adopted.
The Legal Representative, after consulting with the Supervisory Body, is responsible for ascertaining any infringements of CMS-MOG231 and this Code of Ethics and must promptly report the infringements established to the Shareholders or to the Administrative Body.
Disciplinary proceedings and the imposition of sanctions are entrusted to the competence of the Legal Representative or to another person specifically delegated by the Shareholders or by the Board of Directors (if delegated to do so by the Shareholders).
A dedicated information channel will be set up to facilitate the flow of reports to Supervisory Body 231 regarding breaches of the provisions of this CMS-MOG231.
All recipients must be informed of the existence and content of this document. In particular, the top management of the company jointly with Supervisory Board 231 will be responsible for providing the above information.

8.3. The rules constituting the CMS-MOG231 Model

All violations of the principles and rules contained in the CMS-MOG231 and in this Code of Ethics and Conduct, and in the protocols and organisational procedures identified in order to govern company activities potentially exposed to the commission of the offences provided for by the aforementioned Decree, will be punished in accordance with and by the effects of this Disciplinary System.

8.4. Sanctions

In order for CMS-MOG231 to be truly EFFECTIVE and operational, a disciplinary system must be adopted that is suitable for sanctioning violations of the regulations it contains.
Given the seriousness of the consequences for the Company in the event of unlawful conduct by the recipients, any failure on the part of employees to comply with CMS-MOG231 and this Code of Ethics and Conduct constitutes a violation of the duties of diligence and loyalty of the worker and, in the most serious cases, is to be considered detrimental to the relationship of trust established with the employee.
The aforementioned violations will therefore be subject to the disciplinary sanctions set out above, regardless of any criminal prosecution.
Actions by employees in violation of the individual rules of conduct set out in this Code of Ethics and Conduct and in CMS-MOG231 are defined as disciplinary offences. The company’s disciplinary system consists of the relevant provisions of the Italian Civil Code and rules agreed in the applicable National Collective Labour Agreement.
The disciplinary system does not replace the sanctions established by the respective national collective agreements, but seeks to stigmatise and sanction only violations of the company’s operating procedures and disloyal conduct to the company by employees or persons holding top positions.
This disciplinary system is brought to the attention of all employees who hold the positions of middle manager and clerical staff, for example by posting a copy on the notice board or by means of various and specific corporate communication tools (e.g. intranet, e-mail, service communications). Anyone wishing to receive a hard copy of this document may request it from the Legal Representative of the company, who will keep a record of it.
Therefore, employees who violate this Code of Ethics and Conduct are subject to the sanctions established by the disciplinary rules contained in the sources that regulate the employment relationship on the basis of collective agreements, in compliance with the principle of the graduality of the sanction and proportionality to the seriousness of the violation.
As regards individuals not included in the company’s workforce as employees, violations by them may result in termination of the contract for breach of contract.

8.5. Sanctions against employees

The sanctions applicable to staff in the categories of middle management and clerical staff coincide with those specified by Article 7 of law 300/1970 and are indicated below.
Disciplinary dismissal can be challenged according to the procedures provided for by Law no. 604 of 15 July 1966 “Rules on individual dismissals” and subsequent amendments and additions.
The choice of the type of sanction to be imposed will be made following an assessment in each specific case based on the criteria set out in the following paragraph
The sanctions that can be imposed in the event of infringements of the rules of CMS-MOG 231 are, in ascending order of seriousness:
1. with preservation of employment:
1.1. Verbal reprimand – this sanction is applicable in cases of:
– violation of the internal procedures provided for by this Model, “for non-compliance with service provisions” or “for carrying out work with lack of diligence”;
– conduct consisting of “tolerance of irregularities in services” or “failure to comply with duties or obligations of service, from which no prejudice to the service or interests of the Company has arisen”.
1.2. Written reprimand – this sanction is applicable in cases of:
– infringements punishable by verbal reprimand, but which are more significant because of specific consequences or repeat offending (repeated violation of the internal procedures provided for by the CMS-MOG231 or repeated adoption of conduct that does not comply with the requirements of the CMS-MOG231 itself);
– repeated failure to report, or tolerance on the part of those responsible, of minor irregularities committed by other members of staff.
In the case of disciplinary measures more serious than a verbal reprimand, the worker must be notified in writing, with a specific indication of the infringement committed
The measure cannot be issued until five days after the date of the complaint, during which time the worker may present his justifications and may be assisted by a lawyer or a trade union representative. Reasons for the disciplinary measure must be given and it must be notified in writing. The worker may also provide his justifications verbally. The disciplinary rules relating to the sanctions, to the violations for which each of them can be applied and to the procedures for disputing those sanctions must be made known to the workers through communication channels accessible to everyone.
1.3. Suspension from service and pay for a period not exceeding 10 days – applicable in cases of:
– failure to comply with the internal procedures established by CMS-MOG231 or negligence in relation to the requirements of CMS-MOG231;
– failure to report or tolerance of serious irregularities committed by other members of staff that expose the company to an objective situation of danger or which have a negative impact on it.
2. with termination of employment:
2.1. dismissal for just cause – applicable in cases of:
– infringement of one or more of the provisions of the CMS-MOG231 through conduct which may result in the application of the sanctions provided for in Italian Legislative Decree 231/01 against the company;
– significant breach of the contractual obligations of the worker or for reasons relating to production activity, work organisation and proper functioning thereof (pursuant to Article 3, Law 604/66);
2.2. dismissal for just cause, pursuant to Article 2119 of the Italian Civil Code – applicable in the event of:
– conduct in clear violation of the guidelines of CMS-MOG231 such necessitating concrete application on the part of the Company of the measures provided for by Italian Legislative Decree 231/2001, since such conduct must be considered a “wilful violation of laws or regulations or of official duties that may cause or have caused serious prejudice to the Company or to third parties”;
– conduct aimed at committing an offence as specified by Italian Legislative Decree 231/2001.

8.6. Sanctions against managers

This Code of Ethics is brought to the attention of the managers of SR (editor’s note: there are currently no figures with this classification) through specific communication measures. In the event of violation by managers of the protocols and internal procedures provided for by CMS-MOG231 or the adoption of conduct, in undertaking activities in the areas at risk, that does not comply with the provisions of CMS-MOG231 itself, the following sanctions will be applicable to those responsible:

  • in the event of a non-serious violation of one or more of the behavioural or procedural rules laid down in CMS-MOG231, the manager will receive a written reprimanded in in observance of the same, which is a necessary condition for maintaining the relationship of trust with the company
  • in the event of a serious violation of one or more of the provisions of this Code of Ethics and Conduct and of CMS-MOG231 such as to constitute a significant breach, the manager shall be dismissed with notice;
  • where the violation of one or more of the provisions of this Code of Ethics and of CMS-MOG231 is so serious as to irreparably damage the relationship of trust and prevent continuation of employment, even temporarily, the manager will be dismissed without notice.

The relationship that binds individuals who hold a managerial position in the Company is to be considered to be based on trust. Therefore, it is considered that, in the latter case, the only sanction applicable is termination of the relationship.The imposition of the aforesaid sanction is justifiable whenever a Manager engages in conduct in violation of the rules that constitute the Model (see previous paragraphs) such as to irreparably compromise the existing relationship of trust.
The disciplinary measures examined in this paragraph shall be applied on the basis of criteria for the assessment of sanctions (as set out in paragraph 8.9 “criteria for the assessment of sanctions”) and in compliance with the procedure for determination of sanctions (as set out in paragraph 8.10 “Determination of sanctions”).

8.7. Sanctions against members of the Shareholders and the Board of Directors

In the event of a breach of this Code of Ethics and Conduct and of CMS-MOG231 by the Shareholders or the Directors or the members of the Company’s Board of Statutory Auditors, the Supervisory Body shall inform the full Shareholders’ Meeting without delay and in writing for the consequent decisions.
The corporate body to which the person responsible for the violation belongs shall take the most appropriate and adequate measures consistent with the seriousness of the violation and in accordance with the powers provided for by law and/or the Articles of Association.

8.8. Sanctions against consultants, contractors, interns, outsourcers and third parties

Any conduct carried out by consultants, contractors trainees and third parties who have relations with the company that violates the rules of this Code of Ethics and Conduct (referred to in the previous paragraphs) and implemented by it to protect the risk of the commission of an offence sanctioned by Italian Legislative Decree 231/2001, may determine – as provided for by specific contractual clauses included in the letters of appointment, agreements and contracts – immediate termination of the contractual relationship or the payment of penalties, commensurate with the violation or damage caused.
The Supervisory Body is responsible for identifying and assessing the appropriateness of inserting the aforementioned clauses in the contracts that govern the relationship with said subjects in the context of company activities potentially exposed to the commission of the offences referred to in the aforementioned Decree.
SR also reserves the right to make a claim for compensation, should such conduct result in real damage to the Company, whether material (in particular the application by a judge of monetary or disqualification measures provided for in the Decree itself) or to its image.

8.9. Criteria for assessment of sanctions

The seriousness of the infringement will be assessed on the basis of the following circumstances:

  • the time frame and the concrete ways in which the infringement was carried out;
  • the presence and extent of the element of intent;
  • the extent of the damage or danger as a consequence of the infringement for the company and for all its employees and stakeholders;
  • the predictability of the consequences;
  • the circumstances in which the infringement took place.

Re-offending is an aggravating circumstance and entails the application of a more serious sanction.

8.10. Determination of sanctions

With reference to the procedure for determination of violations, a distinction must be maintained, as already clarified in the introduction, between subjects connected to the company by a subordinate employment relationship and other categories of subjects.
For the former, the disciplinary procedure can only be the the procedure already regulated by the “Statute of workers’ rights” (Law no. 300/1970) and by the current NATIONAL COLLECTIVE LABOUR AGREEMENT for SMALL-SCALE MECHANICAL ENGINEERING.
To this end, also for violations of the rules of the Model, the powers already conferred are unaffected, within the limits of their respective remits; however, it is envisaged that the Supervisory Body 231 will in any case be necessarily involved in the procedure for determining violations and the subsequent application of sanctions in the event of violations of the rules constituting CMS-MOG231.
Therefore, a disciplinary measure cannot be filed or a disciplinary sanction imposed for the above violations without the prior notice and the opinion of the Supervisory Body 231, even if the proposal to open the disciplinary procedure comes from the Supervisory Body itself.
For other categories of recipients connected to the company by a relationship other than subordination, the disciplinary procedure will be managed by the Legal Representative after consultation with the Supervisory Board 231 and the body to which they belong will also be involved, while for violations committed by persons connected to the company by contractual obligations, the right to terminate will be exercised in accordance with the new contractual clauses in place.