Code of Ethics
GLOSSARY
In this document the following expressions have the meaning indicated below:
Activities at risk of offence – the process, operation, act, or set of operations and acts, which may expose the Company to the risk of sanctions under the Decree depending on the committing of an Offence;
CCNL – the National Collective Bargaining Agreement applicable to employees of the Company;
Code of Ethics – the document, formalized, deliberated and approved as an explication of corporate policy, which contains the general principles of conduct and the methods adopted, the recommendations, obligations and/or prohibitions – with which the Addressees must comply and whose violation is sanctioned, aimed at promoting, recommending or prohibiting certain behaviours with the purpose of constantly developing a business ethics, also independently of what is provided for at regulatory level;
Legislative Decree 231/2001 – Legislative Decree No. 231 of 8 June 2001, containing the “Regulations on the administrative liability of legal persons, companies and associations, including those without legal personality, pursuant to Article 11 of Law No. 300” of 29 September 2000’, published in the Official Gazette No. 140 of 19 June 2001, as amended and supplemented;
Recipient – all corporate and social bodies (including Directors and Statutory Auditors), employees, collaborators, professionals, agents, sellers, attorneys, outsourcers and/or suppliers, or (more generally) all those who operate in the interest or for the benefit of the Company, with or without representation who, in any capacity and regardless of the type of contractual relationship, operate in the name and on behalf of Fabbrica Pelletterie Milano S.p.A. who are required to comply with the Model, the Code of Ethics and all the documents that make up this Organizational Management Model (OMM);
Entity or Organization – Entity that carries out its activity in the Italian territory and subject to Legislative Decree 231/01;
Representative – members of the Board of Directors, members of the Board of Statutory Auditors, as well as any other person who has management and control functions;
Guidelines – the Guidelines for the construction of the organization, management and control models pursuant to Legislative Decree 231/2001, which have been considered for the preparation and adoption of the Model;
Organizational, management and control model pursuant to Legislative Decree 231/2001 – the organization, management and control model considered by the Corporate Bodies suitable for preventing crimes and, therefore, adopted by the company pursuant to articles 6 and 7 of the Legislative Decree, in order to prevent the perpetration of the predicate offences provided for by Legislative Decree 231/2001, by the recipients, as described in this document and related annexes;
Modest value – means a good, service or utility whose value does not exceed €150.00;
Gifts: refers to both company products and other goods;
Corporate Bodies – the Board of Directors and/or the Board of Statutory Auditors of the Company, depending on the meaning of the reference phrase;
Supervisory and control body (SCB) – Supervisory body provided for by Article 6, paragraph 1, (b) of Legislative Decree 231/2001, which is entrusted with the task of verifying the adequacy of the organizational model, supervising its operation and effective compliance by the recipients as well as taking care of any updating;
Hospitality – refers to meals, recreational activities (tickets or invitations to sports or cultural events), travel and hotel accommodation, and other forms of utilities;
Personnel – all natural persons who have an employment relationship with Fabbrica Pelletterie Milano S.p.A., including employees, temporary workers, collaborators, "interns" and freelancers who have received an assignment from the Company.
Senior Personnel – the subjects referred to in Article 5, paragraph 1 (a) of the Decree, or the subjects who perform functions of representation, administration or management of the Company; in particular, the members of the Board of Directors (and/or the administrative body in charge), the Chairperson and any instigators and attorneys of the Company;
Personnel subject to other management – the subjects referred to in Article 5, paragraph 1 (b) of the Decree, or all Personnel operating under the direction or supervision of Senior Personnel.
Crime Prevention Policy – Objectives and general guidelines relating to the prevention of crimes expressed in a formal manner;
Protocol – the organizational, physical and/or logical measure provided for by the Model in order to prevent the risk of offences being committed;
Public Administration – Public Administration shall mean: the State (or State Administration); Public Entities; it is specified that the Public Entity is identified as such by law or is an Entity subject to a system of public controls, to the interference of the State or other Administration with regard to the appointment and removal of its directors, as well as the Administration of the Entity itself. It is characterized by the participation of the State, or other Public Administration, in the management expenses; or by the directive power that the State has over its organs; or public institutional funding; or by incorporation at public initiative. Public Official: one who exercises "a public legislative, judicial or administrative function". For the purposes of criminal law, "the administrative function governed by rules of public law and by authoritative acts is public and characterized by the formation and manifestation of the will of the public administration or its performance by means of authoritative or certifying powers" (Article 357 of the Italian Penal Code); Public Service Officer: one who "for any reason provides a public service. Public service must be understood as an activity regulated in the same forms as the public function, but characterized by the lack of the typical powers of the latter and with the exclusion of the performance of simple tasks of order and the performance of merely material work " (art. 358 of the Italian Penal Code). It is represented that "in any capacity" must be understood as meaning that a subject exercises a public function, even without a formal or regular investiture (in charge of a "de facto" public service). In fact, the relationship between the P.A. and the person providing the service is not relevant.
Offences – the set of offences, or the individual offence, referred to by Legislative Decree 231/2001 as well as its subsequent amendments and additions;
Risk – Possibility of suffering damage connected to more or less foreseeable circumstances or probability that the threshold for the committing of a crime/offence assumed by administrative liability pursuant to Legislative Decree 231/01 is reached;
Acceptable risk – Risk that can be reduced to a tolerable level for the organization with references to legal obligations and to what is expressed by the MSAR, or that provides for a prevention system such that it cannot be circumvented except fraudulently;
MSAR – Management System for Administrative Responsibility;
Disciplinary and sanctioning system – all the sanctioning measures – referred to in Article 6, paragraph 2 (e) of Legislative Decree 231/01 – applicable in case of violation of the procedural and behavioural rules provided for by the Model;
Entertainment expenses – refers to expenses for the provision of goods and services for promotional or public relations purposes;
Stakeholder – any "party having an interest in the company", such as customers, suppliers, financiers, owners, collaborators, employees, local interest groups or external interest groups, who have relations with the Company in any capacity.
The OMCM and the Code of Ethics contain the ethical principles and general rules that, similar to legal, regulatory and contractual rules, characterize the organization and activity of Fabbrica Pelletterie Milano S.p.A.
In fact, Fabbrica Pelletterie Milano S.p.A., in the context of its entrepreneurial and economic dynamics and requirements, has among its primary values that of business ethics, through which it transmits a message of loyalty, fairness and respect and which represents a point of reference in the social reality in which it operates.
With this document, FPM Milano intends to clearly enshrine the rules of conduct and the values that inspire it in the conduct of its activities.
The OMCM and the Code of Ethics also represent a prerequisite for the Organizational Model for the Management and Control of Fabbrica Pelletterie Milano S.p.A.'s activities, as a tool for preventing unlawful conduct and offences.
For these reasons, Fabbrica Pelletterie Milano S.p.A. has decided to adopt the OMCM and the Code of Ethics (in continuity and revising the "Code of Conduct" already approved on 30/03/2023); this is made up of three parts:
- Principles and Values: the ethical principles and values to which Fabbrica Pelletterie Milano S.p.A. adheres and to which all those who operate within the Company are required to adhere, in relations with partner companies, and with any other person with whom, for any reason, they have relations with the same;
- Rules of Conduct: the criteria of conduct that must guide the activities of Fabbrica Pelletterie Milano S.p.A. are set out, in particular, the guidelines and rules of conduct to which those who work in the name and on behalf of FPM Milano are required to comply to prevent the risk of committing illegal or simply unethical conduct;
- Implementation, control and monitoring: the rules describing how to disseminate the Code of Ethics are identified, as well as updating and implementing the principles and rules of conduct contained therein. The methods for managing any violations are also defined and the persons called upon to carry out a supervisory activity on the correct application and observance of the same are indicated.
RECIPIENTS AND SCOPE OF APPLICATION
This "Code of Ethics" and conduct (hereinafter also "Code"), in accordance with the provisions of Legislative Decree no. 231 of 8 June 2001 on the administrative liability of companies, applies, always and without exceptions of any kind, to all stakeholders of Fabbrica Pelletterie Milano S.p.A., as well as recipients (see below).
The Code, therefore, applies primarily to corporate bodies, employees, attorneys and collaborators who, in any capacity and regardless of the type of contractual relationship, operate in the name and on behalf of Fabbrica Pelletterie Milano S.p.A.
All suppliers, partners, external collaborators, companies and non-occasional consultants are also added to the above list and are required to comply with the Code when dealing or acting in the name and on behalf of Fabbrica Pelletterie Milano S.p.A.
All the aforementioned subjects, even if external to the Company, operating, directly or indirectly, for Fabbrica Pelletterie Milano S.p.A., are hereinafter also referred to as "Recipients".
The Code also represents an integral part and constituent element of the Organizational Management and Control Model, adopted by Fabbrica Pelletterie Milano S.p.A. pursuant to the Italian regulations on the "liability of entities for administrative offences dependent on crime" contained in Legislative Decree no. 231 of 8 June 2001.
All recipients – without distinction or exception – shall align their actions and conduct with the contents of this Code of Ethics and Conduct, in the knowledge that compliance with the code is an essential part of the quality of the services provided to FPM Milano. Therefore, in no way will the conviction of acting in the interest or for the benefit of FPM Milano justify the adoption of behaviours contrary to the values and rules imposed by this Code.
In order to fully achieve its objectives, Fabbrica Pelletterie Milano S.p.A. is committed and required to always operate in a context of fair competition, with fairness and good faith, respecting the legitimate interests of all the stakeholders of the Company (customers, shareholders, citizens, employees, public administration, suppliers and business partners, etc.).
Consequently, it is necessary to respect the ethical and behavioural principles of the company, and to enforce them within the scope of its functions and responsibilities.
As binding, violation of this Code by the recipients may result in the application of the sanctions described below.
Each "Recipient" of the OMCM and the Code of Ethics has the duty to be familiar with the principles and rules laid down, refraining from conduct to the contrary, contacting the Supervisory Body for clarification and any reports, collaborating with the same function responsible for verifying such violations and not concealing the existence of the Code in question from the counterparties.
Compliance with the Code therefore constitutes an integral part of the contractual obligations of each "Recipient", the breach of which seriously impairs the fiduciary relationship and may constitute a disciplinary offence and/or breach of contract and, where appropriate, may result in compensation for any damages arising from such breach, in accordance with current legislation, existing contracts and collective agreements as applicable from time to time.
Those in positions of responsibility are required to set an example for employees, to direct them to the observance of the Code of Ethics and to encourage compliance with the rules.
Likewise, the directors are required to observe the code when proposing and implementing the company's projects, actions and investments and in setting the company's objectives.
Fabbrica Pelletterie Milano S.p.A. undertakes to keep the OMCM and the Code of Ethics (as well as the company processes) constantly updated, in order to adapt it to the company's evolution and to the reference regulations in force at international, community, national, regional and local level.
Fabbrica Pelletterie Milano S.p.A. ("FPM MILANO"), has its registered office in Milan, Piazza del Carmine n. 4, VAT no. 06746000964, and is duly registered with the Milan Register of Companies under no. T178741665, and REA no. MI-1912213, Tax Code and VAT no. 06746000964.
FPM Milano's core business is the production of leather goods and luggage (including the customization of its own products) as well as the marketing of said products.
FPM Milan considers it of paramount importance to align its activities with the following values:
- legality and impartiality;
- business integrity and ethics;
- protection of human resources;
- protection of health and safety in the workplace;
- respect for the environment;
- protection of industrial and intellectual property and company assets;
- confidentiality and protection of personal data;
- combating corruption and money laundering;
- prevention of conflicts of interest;
- compliance with competition and trade restrictions;
- transparency in accounting management.
FPM Milano requires all recipients to conduct their activities in accordance with the values set out above and further described below.
Fabbrica Pelletterie Milano S.p.A. pursues, with correctness and transparency, objectives of efficiency, effectiveness and cost-effectiveness of its management system, in order to increase the company's levels of competitiveness and achieve, through a process of continuous improvement, increasing standards of quality in the services offered, increasingly able to intercept and meet the different needs of the customer system and internal staff, combining them with respect for the local community, stakeholders and the environment in all phases of internal and external business processes.
It is in this direction that Fabbrica Pelletterie Milano S.p.A. intends to reaffirm and support the absolute need to base relations and conduct, at all company levels, on the principles of honesty, fairness, transparency, confidentiality, impartiality, diligence, loyalty and mutual respect, which must guide company behaviour towards employees, customers, the parent company and towards the community in general.
Particular attention must therefore be paid not only to the choices that Fabbrica Pelletterie Milano S.p.A. will make in coherence and application of the strategic guidelines, but also to the work conduct of each employee and/or collaborator and/or recipient of the Model.
The OMCM and the Code of Ethics is an integral part of the OMCM of Fabbrica Pelletterie Milano S.p.A. drawn up in accordance with Legislative Decree no. 231 of 8 June 2001 and subsequent amendments. In particular, the organisational and operating model of Fabbrica Pelletterie Milano S.p.A., as well as that of its partner companies (and, more generally, of the addressees of the OMCM), and in whatever legal form, must be aimed at ethical behaviour and the prevention of unlawful and irresponsible conduct.
FUNDAMENTAL ETHICAL PRINCIPLES AND RULES
Below are the fundamental principles of Fabbrica Pelletterie Milano S.p.A. to which all Recipients of the Code must refer in the exercise of their activities.
Centrality of the human person
Fabbrica Pelletterie Milano S.p.A. recognizes the centrality of the human person; for this reason, it promotes a working environment aimed at developing the potential and talent of its employees and collaborators.
Fabbrica Pelletterie Milano S.p.A. manages human resources according to the principles of respect for individual personal and professional characteristics, equal opportunities and merit, regardless of race, ethnicity, religious beliefs, etc.
Fabbrica Pelletterie Milano S.p.A. also enhances the professional experience of employees and encourages the transfer of knowledge, in order to pass on and preserve skills, knowledge, including cultural and fundamental values.
Compliance with health and safety provisions in the workplace is an essential prerequisite for the implementation of the above-mentioned principles, as is the declination of equal opportunities.
The aforementioned principles apply to all recipients regardless of the legal relationship established (employee, collaborator, consultant, outsourced functions).
Ethics is not an abstract concept but the declination of the behavioural rules that all persons must adopt both in internal and external relationships.
For FPM MILANO, integrity and ethics in the conduct of its activities are necessary conditions to be able to establish a relationship of full collaboration and trust with the subjects with whom it interacts.
FPM Milano is committed to always providing clear and transparent information and carries out its activities in line with the highest standards of integrity, loyalty and transparency in the conduct of its business.
The pursuit of mere economic interest can never justify conduct contrary to the principles of fairness and honesty, or to the applicable laws and regulations.
It is not permitted to grant unlawful advantages in exchange for gifts or benefits that exceed normal courtesy practices in any kind of bargaining and negotiation.
In carrying out any activity, Fabbrica Pelletterie Milano S.p.A., and all the recipients of the OMCM and the Code of Ethics must operate to avoid incurring situations of conflict of interest, real or even only potential, following rules of fairness and impartiality. This must be considered in particular in the context of the correctness of relations with the Public Administration in general.
In particular, Fabbrica Pelletterie Milano S.p.A.
- consistent with the requirements of profitable management and without prejudice to control/supervision obligations, promotes the separation of functions for the dual purpose of enabling the identification of those who have acted and preventing the emergence of conflict of interest situations;
- asks the Recipients to act in a correct and transparent manner, avoiding illegitimate favouritism, collusive practices or choices that determine illegitimate personal advantages for oneself or for others.
Fabbrica Pelletterie Milano S.p.A., in carrying out its activities, acts in compliance with its Articles of Association, the laws and regulations in force in all the contexts in which it operates and asks the recipients of the OMCM and the Code of Ethics to comply with this requirement and to behave in a manner that does not affect the moral and professional reliability of the same.
In particular, it carries out a careful selection of partners, suppliers and customers in order not to commit any type of crime of an economic, environmental, associative nature, both national and international.
Anti-discrimination and combating abuse and harassment
FPM Milano protects the fundamental rights of the individual, promoting respect for human rights and workers' rights, and protects physical, cultural and moral integrity, guaranteeing equal opportunities to all those with whom it interacts.
As part of its internal relations and relations with third parties, Fabbrica Pelletterie Milano S.p.A. recognizes and respects the principles of dignity and equality and does not discriminate based on age, racial and ethnic origin, nationality, political and trade union opinions, religious beliefs, sexual orientation, gender identity, physical and mental disabilities and any other personal characteristics not related to the sphere of work.
FPM Milano adopts a zero-tolerance approach to forced labour and child labour and repudiates any form of harassment, discrimination, abuse and/or threat, both physical and verbal, thus ensuring that work environments are inclusive and capable of enhancing diversity, in the belief that this is fundamental for the growth of FPM Milano.
FPM Milano prohibits any form of harassment and/or abuse and, more generally, any behaviour that may be detrimental to the personality, dignity and psychophysical integrity of the person, including communication implemented through social networks.
It therefore prohibits unfair attitudes or in any case mobbing practices in labour relations, which are prohibited without exception.
Protection of human resources
FPM Milano eschews recourse to forms of contractual dumping and, in order to protect its workers, only applies collective bargaining agreements signed by the most representative trade unions, the regular application of which constitutes a guarantee of compliance with all labour regulations and does not expose it to sanctions and risks.
FPM Milano ensures that human resources are managed in full compliance with the relevant national collective agreement, the workers' statute and, in general, current legislation.
FPM Milano is committed to creating a stimulating work environment, respectful of the rights and freedoms of all workers, with the aim of promoting professional growth and collective well-being.
Therefore, it does not tolerate any form of exploitation of workers and guarantees, with respect to its personnel, the fulfilment of the salary, contribution, tax obligations and, in general, provided for by labour legislation, also with specific reference to the provisions on weekly rest, holidays, leave, sickness as well as the limits established in terms of overtime.
All employment relationships must be formalized with regular written, clear and complete contracts.
FPM Milano also repudiates any form of exploitation of the labour force used, hired directly or employed by third parties working on behalf of FPM Milano and does not establish relations of collaboration with individuals without a regular residence permit, nor does it employ workers under the age limits established by law, hired directly or employed by others.
These principles are laid down right from the selection stages and subsequently in the establishment of employment relationships, regardless of their legal nature.
Freedom of association
FPM Milano, in accordance with the applicable legislation, guarantees the right of its employees and collaborators to organize and/or join any trade union organization recognized by law, without any fear of reprisal.
In addition, FPM Milano protects and guarantees the right of all its workers to negotiate lawful collective agreements and is always committed to maintaining a frank and collaborative dialogue with all trade unions recognized by law.
Protection of health and safety in the workplace
FPM Milano recognizes health and safety in the workplace as a fundamental right of its workers and anyone accessing FPM Milano's premises
FPM Milano also undertakes to guarantee working conditions that respect individual dignity and safe and healthy working environments and does not have any relationship with third parties that do not show evidence of compliance with the legislation on health and safety in the workplace.
FPM Milano, in particular, considers as relevant aspects of its business:
- compliance with current legislation on health and safety in the workplace;
- safeguarding the psycho-physical integrity of workers;
- guaranteeing suitability of working conditions, premises, equipment and machinery.
To this end, FPM Milano adopts all the most appropriate measures to assess and reduce the risks associated with the performance of its activities, always taking into account the degree of evolution of the technique.
Each worker must pay the utmost attention in carrying out their activities, observing all the safety and prevention measures defined by FPM Milano and thus contributing to the fulfilment of all the obligations imposed by the regulations.
All FPM Milano employees must personally contribute to maintaining a safe working environment. Being or becoming intoxicated from alcohol, drugs or substances with a similar effect, during the course of work and in the workplace, will be considered conscious assumption of the risk of affecting environmental characteristics. It is forbidden to:
- possess, consume, offer or provide, for any reason whatsoever, alcoholic or narcotic substances or substances with similar effect, in the course of work and in the workplace;
- smoke in the workplace.
Fabbrica Pelletterie Milano S.p.A. promotes respect for the environment, understood as a common resource to be safeguarded for the benefit of the community and future generations with a view to sustainable development. To this end, the most suitable organizational procedures and measures and technologies are adopted and used to prevent environmental risks and reduce direct and indirect environmental impacts.
In particular, FPM Milano reduces the environmental impacts of its activities by promoting proper separate waste collection and is committed to adopting the necessary measures to preserve biodiversity, respect animal welfare and minimize emissions and waste production.
Equal attention is given to water and energy resources, for which FPM Milano is committed to promoting the conservation of these resources, avoiding waste and promoting, as far as possible, the use of energy from renewable sources.
Therefore, it requires that recipients, in the exercise of their duties, implement sustainable behaviours, minimizing negative environmental impacts
Confidentiality and protection of personal data
Fabbrica Pelletterie Milano S.p.A. promotes the confidentiality of information in its possession in management at all stages and areas of business activity. All Recipients of the Code of Ethics are required not to use information acquired in the performance of their activities for purposes unconnected with the strict performance of the same activities, observing the security measures adopted by Fabbrica Pelletterie Milano S.p.A. itself, also in compliance with the GDPR.
In addition, FPM Milano ensures the confidentiality of the personal data of its employees and third parties with whom it comes into contact in the performance of its activities, as well as news and information constituting the company's assets or inherent to the activity of FPM Milano, in compliance with the provisions of the law.
All information relating to FPM Milano itself or to third parties with whom it comes into contact in the conduct of its business is to be considered as such; therefore, anyone who comes into possession of confidential information has the duty not to disclose it, directly or not, outside FPM Milano or, in general, to unauthorized parties.
FPM Milano is committed to correctly protecting the information and personal data acquired using computer systems.
FPM Milano also carefully monitors commercial and advertising communication by promoting responsible communication, respecting confidentiality and professional secrecy.
Recipients also undertake to treat data and information obtained in the course of their work as confidential and not to use them for purposes other than those for which they were acquired.
Protection of competition and compliance with trade restrictions
As part of its business activity, Fabbrica Pelletterie Milano S.p.A. is inspired by the principles of legality, fairness and loyalty, fidelity to the word given, promises and covenants, and promotes acting with a sense of responsibility and in good faith in every activity or decision.
Fabbrica Pelletterie Milano S.p.A. recognizes free and fair competition in a market economy as a decisive factor for growth, development and constant business improvement and believes that in this context its message of quality of the services offered can be developed.
FPM Milano maintains fair and just competitive behaviour and refrains from carrying out actions that are capable of favouring the conclusion of business for its own benefit, in violation of current legislation on free competition.
FPM Milano does not engage in unlawful or otherwise unfair conduct for the purpose of obtaining trade secrets or information relating to the activity of its competitors.
FPM Milano also undertakes to comply with all existing trade restrictions and any international economic and financial sanctions, as well as all applicable laws and regulations regarding export and import controls.
All recipients must carry out their activities in compliance with the rules for the protection of competition and trade and are strictly prohibited from engaging in denigrating or intimidating behaviour towards competitors.
Protection of industrial and intellectual property and company assets
FPM Milano ensures, in implementation of the principle of full compliance with the laws, compliance with national and Community legislation aimed at the protection of industrial and intellectual property. Therefore, it prohibits any conduct aimed at altering and/or counterfeiting trademarks, distinctive signs, designs and models.
In addition, it ensures that all information subject to industrial and intellectual property rights are used only for the purposes permitted and prohibits their disclosure beyond the limits imposed by law.
All recipients, without exception, are invited to protect industrial and intellectual property and to always promote its correct use in a legitimate and responsible manner.
The company's assets must be used diligently and responsibly, guaranteeing their protection and integrity, in a manner appropriate to the company's interests, also preventing third parties from misusing them.
It is expressly forbidden to use company assets for strictly personal reasons or in any case unrelated to service reasons.
Communication and disclosure to the outside world (including through the mass media) of news, information and data relating to Fabbrica Pelletterie Milano S.p.A. is based on respect for the right to information and is reserved exclusively for the company departments responsible for this; under no circumstances may false or tendentious news or comments be divulged, also in order not to constitute an offence of misrepresentation, as well as adopting internal procedures for control also to avoid inducing third parties to make false statements.
All communication activities shall respect the laws, rules and practices of professional conduct, and adhere to the principles of clarity, transparency, timeliness and accuracy.
Prevention of conflicts of interest
FPM Milano, respecting the values of loyalty and fairness, undertakes to adopt appropriate measures to prevent and avoid phenomena of conflict of interest, even if only potential, so as not to encourage illegitimate interests or collusive practices.
By way of example but not limited hereto, a conflict of interest means:
- having economic interests, including through family members, with suppliers, customers or competitors;
- using their position in FPM Milano and the information acquired therein to their advantage;
- accepting money or other benefits from persons who have established, or are in the process of establishing, a business relationship with FPM Milano.
All recipients are therefore required to refrain from engaging in activities that are, even if only potentially, in conflict of interest with FPM Milano.
Regulatory compliance and combating economic and financial crimes
In carrying out its activity, Fabbrica Pelletterie Milano S.p.A. operates with the awareness that all the activities carried out are exposed to the risk of committing crimes and offences of an economic and financial nature.
For these reasons, both with reference to current and mandatory regulations, and with reference to the broadest respect for the law, it adopts a consistent behaviour that has as its ultimate goal the prevention and abstention from committing any conduct attributable to a case of offence and/or crime of an economic and financial nature.
Fairness and transparency in accounting management
FPM Milano promotes maximum transparency in accounting management and observes the rules of correct, complete and transparent accounting, in the strictest compliance with the relevant legislation and applicable accounting principles.
To this end, FPM Milano ensures that any operation or transaction is promptly tracked and recorded as well as authorized and verifiable, as well as legitimate and appropriate.
The complete archiving and traceability of all accounting documentation is ensured, including the evidence supporting each transaction, in order to allow easy accounting recording and accurate reconstruction of the transaction.
Combating corrupt conduct and/or conduct aimed at money laundering
FPM Milano does not tolerate any form of corruption and requires anyone who represents or acts in the name and on behalf of FPM Milano to refrain from engaging in corrupt behaviour.
In particular, no form of gift, gratuity or benefit is allowed that can be interpreted as exceeding common courtesy practices, or in any case is aimed at obtaining favourable treatment in the conduct of activities that are attributable to FPM Milano itself.
The acceptance of gifts or benefits granted in the form of money is always prohibited.
FPM Milano operates in strict compliance with current legislation on anti-money laundering and firmly condemns any act or action carried out in activities that involve the receipt, laundering and use of assets or proceeds resulting from criminal activities.
FPM Milano is therefore committed to verifying the reliability and respectability of its interlocutors and requires that recipients operate in such a way as to avoid any involvement in operations that could, even potentially, favour corrupt phenomena and money laundering.
In carrying out its mission, Fabbrica Pelletterie Milano S.p.A. operates with the awareness that all the activities carried out can contribute to promoting the sustainable economic and social development of the reference territory and will affect people's quality of life.
For these reasons, especially in the economic and environmental field, the previous principles of transparency also extend to relations with all stakeholders and with the community.
Fairness in external relations
FPM Milano undertakes to establish business relationships in a transparent and ethical manner and to maintain business relationships with subjects who comply with the laws and regulations in force and who, more generally, demonstrate their integrity in business.
FPM Milano has defined specific guidelines to be applied (described below) in relations with:
- customers;
- suppliers;
- public administration.
Fabbrica Pelletterie Milano S.p.A. operates on the premise of compliance with all current, binding and applicable laws and adopting ethically correct and equitable conduct.
The OMCM and the Code of Ethics have therefore been prepared with the aim of clearly defining the set of values and general rules applicable that Fabbrica Pelletterie Milano S.p.A. recognizes, accepts and shares, constituting the general framework of reference to which to refer both in the implementation of activities, and in relations with each counterparty with whom it interacts and operates.
In particular:
- each company representative (Sole Director, members of the Board of Directors; if appointed: board members, auditors, verifiers, managers; as well as any other person who has management and control functions) in the performance of their duties, must respect the principles of good faith, transparency, loyalty and fairness;
- no corporate representative must offer money, goods, services, utilities and/or benefits of any kind, either in the name or on behalf of Fabbrica Pelletterie Milano S.p.A., or in a personal capacity, to employees of persons, companies or entities, both private and public, both in Italy and abroad, or to persons used by the latter, for the purpose of inducing, remunerating, preventing or otherwise influencing any act or fact in the interest of Fabbrica Pelletterie Milano S.p.A.
- no company representative can accept money, goods, services of any kind from suppliers and customers, in connection with their job, with their person or in any case with the activity of Fabbrica Pelletterie Milano S.p.A.
- notwithstanding the provisions of points 2 and 3, gifts of modest value or "courtesies" are allowed, provided that they comply with local uses and are not prohibited by law;
- no corporate representative is authorized to provide any financing or contribution on behalf of the company to political parties, organizations or candidates, unless expressly authorized, in compliance with any prior procedure adopted by the Company to ensure the relative transparency and disinterest of the company;
- each corporate representative must refrain from disclosing or using, for their own benefit or for the benefit of third parties, any news or confidential information relating to company activities, confidentiality being a fundamental asset for the client;
- company representatives may not engage in, collaborate in or in any way cause the carrying out of conduct prohibited by law, and in particular that may constitute the types of offence provided for by Legislative Decree no. 231 of 8 June 2001 and subsequent amendments;
- company representatives may not engage in, collaborate in or in any way cause criminally relevant conduct to be committed relating to the family of money laundering and/or financing terrorism, or any of the predicate offences;
- company representatives may not engage in, collaborate in or in any way cause behaviours to be committed that, although not in themselves constituting cases of offences falling within those indicated above, may potentially become such, or behaviours that may favour the committing of the aforementioned offences.
- company representatives must avoid any activity in which an interest other than that envisaged by the purpose and corporate purpose of Fabbrica Pelletterie Milano S.p.A. is pursued.
Fabbrica Pelletterie Milano S.p.A. bases its activities on the criterion of quality, ensuring correctness and clarity in commercial negotiations and in the assumption of contractual obligations, of whatever nature and form they may be, and the faithful and diligent fulfilment of the contract, as well as compliance with the applicable regulations in force.
Fabbrica Pelletterie Milano S.p.A. also recognizes the centrality of the human person, as its indispensable factor for success, in a comprehensive and exhaustive framework of loyalty and mutual trust. The physical and moral integrity of the company's employees and collaborators is guaranteed as respect for individual dignity in the workplace, maintained sound and safe in accordance with current legislation on the prevention of accidents and protection of workers in the workplace.
Within the scope of their duties, any person required to comply with the provisions of the OMCM and the Code of Ethics, must:
a. comply with the rules of the legal system, refraining from committing violations of the law and/or company procedures;
b. observe, in addition to the general principles of diligence and loyalty, also the behavioural requirements contained in the contracts in place with Fabbrica Pelletterie Milano S.p.A. and in the collective agreements, if applicable.
c. comply with company forecasts, the general rules issued for the purposes of Legislative Decree no. 231 of 8 June 2001, the communications and circulars of the Management and the Administrative Body, as well as the service provisions and circulars issued by the competent organizational units.
d. refrain from engaging in conduct such as to constitute the types of offences considered by Legislative Decree No. 231 of 8 June 2001 and from engaging in conduct which, although not constituting offences per se, may potentially become such;
e. refrain from engaging in, collaborating in or causing to be committed any criminal conduct relating to offences in the family of money laundering and/or terrorist financing, or any of the predicate offences.
In the event of a violation of legal regulations and/or contracts, the person (natural or legal) responsible may be subject, as the case may be, both to the sanctions provided for by law and to disciplinary and/or contractual consequences.
The reputation, efficiency and quality of Fabbrica Pelletterie Milano S.p.A. constitute an invaluable asset and are substantially determined by the conduct of each individual. Therefore, conduct that does not comply with the rules of the OMCM and the Code of Ethics may, in itself, cause considerable damage to the Company itself.
Therefore, each "Recipient" of the OMCM and the Code of Ethics, having relations with Fabbrica Pelletterie Milano S.p.A., is therefore required, with its own conduct, to contribute to the safeguarding of this heritage and, in particular, its reputation, both in the workplace and outside it.
In particular, each "Recipient" having relations with Fabbrica Pelletterie Milano S.p.A.:
1. must recognize and respect the personal dignity, privacy and personality rights of any individual;
- shall not engage in discrimination, harassment (any form of intimidation, physical violence, threat that is an obstacle to the peaceful conduct of each individual's activities) or offence based on race, colour, nationality, sex, religion, age, physical impairment, membership of trade unions or political parties, sexual orientation and generally any intimate characteristic of the person.
- Ensure compliance with current environmental provisions;
- Ensure compliance with the provisions on health and safety in the workplace;
- Not expose the individual to foreseeable and/or known risks, intervening promptly with adequate risk mitigation and/or elimination measures.
The aforementioned principles apply both in internal and external relations.
These relationships, regardless of the levels of responsibility, must be based on values of civil coexistence, mutual respect, loyalty, transparency, reliability, honesty and fairness, in full compliance with the rights and freedoms of each one, without prejudice to the recognition and respect of the roles and different corporate functions.
Any act of retaliation against anyone who rejects, complains or signals such regrettable and absolutely inadmissible facts is prohibited. In this sense, it should be noted that FPM Milano has activated its own Whistleblowing reporting system.
Governance, Responsibility and Control Functions
The governance system of Fabbrica Pelletterie Milano S.p.A. is designed to ensure the best collaboration between its components through the balance of the various management, policy and control roles.
This system is characterized by a focus on business results, in order to ensure the Company the necessary capital solidity, with the maintenance, over time, of a constant and sustainable creation of value.
The members of the governing bodies are required to base their activity on the principle of honesty and fairness, as a fundamental value of organizational management, pursuing, among others, the objectives of combating the committing of any offence of an economic or financial nature, respect for corporate confidentiality, Privacy/GDPR, confidentiality of personal and third party data and information, equal opportunities, prevention of forms of favouritism to interest groups or individuals, as well as discrimination.
The members of the governing bodies are also required to uphold:
- conduct, in the relations they maintain in the name and on behalf of Fabbrica Pelletterie Milano S.p.A. with public institutions and private subjects, inspired by the principles of autonomy, in compliance with the guidelines provided by the company's bodies;
- confidential use of the information of which they become aware for reasons of office and the non-use of the position to obtain personal, direct or indirect benefits;
- compliance with the laws, regulations in force and the principles contained in this Code.
The human resources management process is carried out according to criteria of impartiality, transparency, autonomy and independence of judgement. In particular:
- the selection process for the recruitment of personnel is formalized to ensure the absence of conflicts of interest between the person making the selection and the candidate and compliance with the principle of segregation between the functions requesting the resource and the person making the selection;
- the personnel evaluation process is based on objective and transparent criteria and the payment of any bonuses must be carried out following the achievement of set objectives.
Fabbrica Pelletterie Milano S.p.A. does not hire employees and collaborators following specific reports from third parties, in exchange for favours, compensation or other benefits for itself and/or Fabbrica Pelletterie Milano S.p.A.
Staff travel expenses are reimbursed within the limits and in compliance with legal and corporate provisions (which define the types of expenses allowed and the reimbursement ceilings), which also provide for approval, and reimbursed after verification of validity, consistency with the prescribed ceilings, and pertinence, by the Administrative Body or other person delegated to do so.
It is forbidden to use funds and reimbursements for travel expenses for purposes other than those for which such funds or reimbursements are intended.
Relationships with Employees and Collaborators
Fabbrica Pelletterie Milano S.p.A. supports a working environment aimed at the development of potential and talent, integrity and honesty, mutual respect and the protection of the health of employees and collaborators.
Each Director, manager and representative in general, is required to:
- act with objectivity and balance, with a view to enhancing and empowering their employees and collaborators;
- pay attention to the individual characteristics of employees and collaborators and promote the development of potential and talent, recognising the value of initiative, collaboration and innovation;
- ensure that no uncomfortable, prejudiced, disparaging or discriminatory situations occur within the working environment;
- promote relations between employees and collaborators based on the values of loyalty, fairness, mutual respect and good manners;
- avoid situations that require employees and collaborators to act against the Code of Ethics or against the law;
- ensure that employees carry out their work in safe and healthy conditions in accordance with the provisions of applicable laws;
- promote the integration and training of foreign workers in possession of a regular residence permit, avoiding the phenomena of undeclared work and irregular immigration, as well as respect for individual dignity.
The hierarchical superior will not ask their collaborators for personal favours or any other behaviour not provided for by employment contracts and by the rules of this Code.
Each employee and/or collaborator (regardless of the legal contract) – both internal and external – of Fabbrica Pelletterie Milano S.p.A. is required to:
- perform their services with diligence, efficiency, fairness and honesty, making the best use of the tools and time made available to it, assuming the responsibilities related to the obligations required by its role and avoiding carrying out activities that may, even if only potentially, be in conflict of interest with Fabbrica Pelletterie Milano S.p.A.;
- identify operating methods to circumvent controls, current and mandatory regulatory provisions, company instructions, etc.
- base relationships with colleagues on the values of civil coexistence and respect, avoiding any form of discrimination;
- take care of the company's assets and behave in an environmentally friendly manner on a daily basis, including from an ecological point of view;
- respect the internal rules of the company inherent to their job and the more general context in which they are called upon to operate;
- not carry out on their own behalf, or on behalf of others, work activities in competition with Fabbrica Pelletterie Milano S.p.A.;
- not disclose confidential company information;
- act and behave in line with the provisions of the Code;
- report violations of the Code as soon as they become known;
- cooperate in the definition of internal procedures, be prepared to implement the Code;
- apply the principles and general rules of conduct laid down by the organization, management and control model pursuant to Legislative Decree no. 231 of 8 June 2001 relating to sensitive areas/activities at risk of committing a crime.
Relations with suppliers are based on mutual loyalty and collaboration and must be in compliance with the relevant legislation.
FPM Milano requires suppliers to operate in compliance with all applicable laws, including, but not limited to, those regarding child labour, minimum wages, overtime compensation, hiring in general, and workplace safety.
The choice of suppliers and external collaborators for the purchase of goods and services is based on assessments that allow for the use of suppliers of proven quality, integrity, reliability and cost-effectiveness.
Purchasing processes are based on compliance with the principles and laws protecting competition, ensuring transparency and efficiency in the selection process. The fees and sums paid to suppliers for any reason are in line with market conditions or otherwise justified and verifiable.
Fabbrica Pelletterie Milano S.p.A. is committed to developing cooperative relations with suppliers based on a communication aimed at the mutual exchange of skills and information and fostering the creation of shared value.
Dependency situations are to be avoided, both for Fabbrica Pelletterie Milano S.p.A. and for the supplier.
Fabbrica Pelletterie Milano S.p.A. undertakes to be vigilant, in the form and manner laid down in its internally defined instructions and procedures, in preserving the health and safety of the workers of the companies involved in its supplies.
Furthermore, Fabbrica Pelletterie Milano S.p.A. ensures that the requirements of these companies correspond over time to those required by the company's procedures and qualification systems.
The selection and qualification of suppliers are based on objectivity and fairness and are carried out according to regulations and specific internal procedures. The selection is based on the evaluation of the quality and cost – effectiveness of services, technical and professional suitability, respect for the environment and social responsibility.
Legal relations with suppliers must always be formalized in writing, according to the terms of the law and signed exclusively by persons with appropriate powers, in accordance with current legislation on the subject, so as not to neglect any important element. FPM Milano does not abuse its contractual position and does not impose unfair or, in general, overly burdensome clauses.
Circumventing or otherwise unfair practices and arbitrarily discriminating against one's suppliers are not permitted.
FPM Milano, therefore, undertakes not to preclude any supplier, provided they have the required requirements, from competing for the conclusion of an agreement. The selection of suppliers and the determination of purchasing conditions must be based solely on objective criteria for evaluating the quality of the goods or services purchased, the price and the ability to guarantee the highest standards in the goods or services purchased. FPM Milano establishes relationships only with reputable suppliers who are engaged in lawful activities.
FPM Milano manages relations with suppliers avoiding any corrupt phenomenon and does not allow any form of payment that is not strictly deriving from a contractual obligation or intended for a person other than the contractual counterparty. The fees paid to suppliers must be in line with market conditions and adequately documented.
Even in relations with suppliers, it is absolutely forbidden to give, receive or promise gifts, benefits or other utilities aimed at receiving favourable treatment for any company activity, with the exception of utilities of modest value that are part of normal courtesy practices.
It is also forbidden to make cash payments to third parties with whom FPM Milano has commercial relationships, beyond the thresholds provided for by current legislation. Payments in excess of these amounts must be made in accordance with the provisions of the specific regulations, exclusively through the use of channels that ensure their traceability and transparency.
This code of conduct must be brought to the attention of its suppliers, considering that compliance with the values contained therein is of primary importance for the maintenance of a good business relationship.
The signed acceptance of this Code by the supplier is one of the qualification criteria and becomes an integral part of the contractual relationship.
Each Recipient of the OMCM and the Code of Ethics who participates in these processes is required to:
act with objective and documentable criteria;
not accept any form of personal advantage;
verify, through appropriate documentation, that the parties involved have the means and resources appropriate to the needs and image of Fabbrica Pelletterie Milano S.p.A.
guarantee the traceability of the choices by keeping the documents proving compliance with the internal procedures and the purposes of the purchase;
promptly report any behaviour potentially contrary to the Principles and Values of the Code of Ethics.
provide Fabbrica Pelletterie Milano S.p.A. with information on their social and environmental policies and their results in relation to the contracts received.
In its contractual relations with its suppliers, Fabbrica Pelletterie Milano S.p.A. requests a commitment to share and respect the principles set out in the OMCM and the Code of Ethics. Violation of the principles laid down therein constitutes a breach such as to lead to termination of the existing relationship. By means of specific contractual clauses, Fabbrica Pelletterie Milano S.p.A. may require its suppliers, especially if they operate in so-called risk countries, to provide an appropriate statement attesting to their adherence to specific social obligations and their commitment to avoiding the committing of the offences set out in Legislative Decree no. 231 of 8 June 2001.
Fabbrica Pelletterie Milano S.p.A. aims to meet the expectations of its customers by providing high quality products and/or services in compliance with the rules set to protect competition and the market and by basing its conduct on values of fairness, honesty and professionalism. FPM Milano is committed to fully satisfying the needs of its customers and aims to build relationships with them based on full collaboration and dialogue, in compliance with the values of loyalty and transparency.
Compliance with all relevant regulations must be ensured in relations with customers.
In the context of relations with customers, the Recipients, to the extent of their competence and in relation to orders and/or requests, undertake not to arbitrarily discriminate against customers, to comply with the commitments and obligations assumed, to provide accurate, complete and truthful information, to comply with truth in advertising or other communications, avoiding the use of any deceptive, evasive or incorrect practice.
In the provision of its services, Fabbrica Pelletterie Milano S.p.A. guarantees equal treatment between customers, both actual and potential.
This behaviour of all Recipients reflects the principle of fairness, ethics and contributes to the maintenance of relationships of trust and a positive reputation.
FPM Milano is careful to provide its customers with clear and transparent information regarding processing methods and not to transmit misleading information.
Elusive or otherwise unfair practices are not allowed and it is not permitted to arbitrarily discriminate against customers.
Relations with customers must be managed on the basis of contracts formalized in writing (to be understood not only as contracts in the strict sense, but also orders, letters of appointment, offers, etc.), authorized by subjects with suitable powers, in compliance with current and complete regulations, so as not to neglect any relevant element in the management of the relationship with the customers themselves.
FPM Milano, in its relations with customers, avoids any corruption; therefore, payments that are not strictly derived from the contract cannot be accepted in any way, nor can payments be accepted from a person other than the contractual counterparty. The fees requested from customers must be in line with market conditions and adequately documented.
It is also forbidden to accept or offer gifts, gratuities, benefits or other utilities, if not of modest value and attributable to normal commercial or courtesy practices, provided that the integrity and reputation of FPM Milano in relations with customers are not compromised.
It is forbidden to accept cash payments from third parties with whom FPM Milano has commercial relationships, beyond the thresholds provided for by current legislation. Collections in excess of these amounts must be made in accordance with the provisions of the specific regulatory provisions, exclusively through the use of channels that ensure their traceability and transparency.
This Code must be brought to the attention of its customers, considering that respect for the values contained therein is of primary importance for the maintenance of a good business relationship.
For this reason, Fabbrica Pelletterie Milano S.p.A. makes the OMCM and the Code of Ethics available to customers (actual or potential), and where and when it deems it appropriate and/or necessary, making it an integral part of the relevant offers.
Regulations on gifts and entertainment expenses
Gifts and hospitality are allowed for promotional and commercial reasons or as part of courtesy relationships; on the other hand, these constitute a corrupt practice if they are given with the intention of obtaining other, undue advantages or in order to exert improper influence.
Gifts and hospitality may never be accepted or offered, regardless of their value, if they:
- are in cash;
- violate laws or regulations;
- are given or received to obtain an improper advantage or favourable treatments or are motivated by the desire to influence the autonomy of judgement.
Gifts or hospitality may be granted in compliance with company instructions, with particular reference to their authorization, the identification of the recipient counterparty and the related documentation.
It is permitted to receive gifts or hospitality, as part of courtesy relationships, only if they are of a modest value (for an amount equal to or corresponding to €150.00) and in compliance with company procedures, with particular reference to the methods of acceptance and the limits on the amount allowed.
Regulations on donations, contributions and sponsorships
Fabbrica Pelletterie Milano S.p.A. can support social responsibility initiatives, including through the provision of sponsorships or contributions to foundations, institutions and organizations dedicated to carrying out activities aimed at improving living conditions and spreading culture and solidarity in the community in which it operates.
Sponsorships and donations to companies or associations, even if not recognized, are duly authorized and uniquely identify the counterparties concerned and the reasons underlying the disbursement; the transfer of the economic value is carried out through authorized intermediaries, so that its traceability is guaranteed on the basis of suitable documentation.
Sponsorships and donations, in cash or through gifts of products for charitable purposes made to organizations and/or non-profit associations and non-profit organizations, may be disbursed in compliance with company procedures.
In particular, they must be duly authorized, with unambiguous identification of the recipient counterparties and the underlying reasons for the disbursement.
The contribution, if paid in cash, must be made through authorized banks/financial intermediaries in order to guarantee its traceability.
It is forbidden to offer or pay sponsorships and donations if they can be interpreted as aimed at influencing the autonomy of judgement and/or obtaining favourable treatment or improper advantages.
Fabbrica Pelletterie Milano S.p.A. undertakes to ensure that the personal information acquired is appropriately protected, according to the terms provided for by current legislation (GDPR), avoiding improper or unauthorized use, to protect the dignity, image and confidentiality of any person who has dealings with the Company.
Fabbrica Pelletterie Milano S.p.A. provides information on the type of data collected, the use that is intended to be made of them and the ways in which interested parties can communicate with the Company's contact point to obtain information.
Personal information is processed, collected and stored only if it is necessary for identified, explicit and legitimate purposes and is kept for the time strictly necessary for the use for which it was acquired.
Protection of industrial and intellectual property
Fabbrica Pelletterie Milano S.p.A. and all the Recipients of the OMCM and the Code of Ethics act in full respect of the industrial and intellectual property rights legitimately belonging to third parties, as well as in compliance with the requirements contained in laws, regulations and conventions in place for protecting these rights.
To this end, all Recipients must abstain:
a. from any conduct that may constitute usurpation of industrial property rights, alteration or counterfeiting of distinctive signs of industrial products, or of patents, designs or industrial models, both domestic and foreign, as well as from importing, marketing or otherwise using or putting into circulation industrial products with counterfeit or altered distinctive signs or made by usurping industrial property rights;
b. from illegally and/or improperly using, in the interest of the company or third parties, intellectual works, or parts thereof, protected by the legislation on copyright infringement.
Accounting, preparation of financial statements and management of cash flows
Fabbrica Pelletterie Milano S.p.A. and all the Recipients of the OMCM and the Code of Ethics act in compliance with the legislation, including regulations, relating to the keeping of accounts and the preparation of financial statements.
The Recipients, to the extent of their competence, are required to provide the utmost cooperation so that management facts are correctly and promptly represented in the company accounts and to keep all supporting documentation, so that it can be easily found and consulted by the persons authorized to control it.
Fabbrica Pelletterie Milano S.p.A. is equipped with administrative and accounting procedures aligned with current accounting standards, as well as adapting to the applicable legislation: all financial transactions, as well as all incoming and outgoing money movements, are carried out by persons with the relevant powers, subject to prior authorization, and are always justified, traced and recorded.
In particular, with reference to the FPM Milano activity, the provisions on transparency, correct provision of information and data, opposition to false declarations and/or counterfeiting, any form of conduct attributable to corruption are respected and applied, as well as favouring any verification and control activities by the competent Authorities.
Health and Safety in the Workplace
Fabbrica Pelletterie Milano S.p.A., in compliance with current legislation on health and safety in the workplace, undertakes to disseminate and consolidate a culture of corporate health and safety by developing risk awareness and promoting responsible behaviour by all, and strives to ensure that its employees and collaborators have safe, healthy working environments that comply with current legal provisions.
Fabbrica Pelletterie Milano S.p.A. promotes the establishment of a culture of safety and health of workers in the workplace and has adopted an integrated environmental and safety management system (described in the DVR), which is regularly audited, as required by current regulations.
In the course of work activities, training and instruction for workers in occupational safety is promoted in order to prevent the risk of occupational accidents.
Commitment to Fighting Corruption
One of Fabbrica Pelletterie Milano S.p.A.'s primary values is that of business ethics, through which it conveys a message of loyalty, fairness and correctness.
Awareness of the risks of corruption leads Fabbrica Pelletterie Milano S.p.A. to go beyond pure regulatory compliance, identifying corruption prevention measures as an integral part of the Company's social responsibility, in order to protect its organization and all stakeholders.
In this context, in coordination with its Code of Ethics and inspired by best practices in the field of Anti-Corruption, Fabbrica Pelletterie Milano S.p.A. has defined this Anti-Corruption Policy (hereinafter also "Policy") in order to minimize the risk of engaging in conduct that may be attributable to corruption.
Relations with the Public Administration
The relations of Fabbrica Pelletterie Milano S.p.A. with the subjects representing the Public Administration, Public Officials or persons in charge of public service are based on principles of fairness, loyalty and maximum transparency, as well as on compliance with the provisions of the law and applicable regulations.
These relationships are also maintained exclusively through representatives in charge and authorized for the purpose, within the limits of the powers assigned to them by formal power of attorney or within the scope and limits of their role and responsibility, and must always be based on the principles of correctness, absolute transparency and collaboration, in the strictest compliance with the relevant legislation.
Fabbrica Pelletterie Milano S.p.A. develops collaboration and communication relations with institutions exclusively concerning regulatory and administrative activities relating to the Company's activities.
In the context of their relations with the Public Administration, Public Officials or persons in charge of a public service, the Addressees of the OMCM and of the Code of Ethics may not offer, not even through an intermediary, money, gifts or benefits of any kind to the public official involved, to their family members or to persons in any way connected to their.
It is not permitted to seek or establish relations of favour, influence, interference with the aim of directly or indirectly influencing its activities.
It is not permitted to force or induce third parties to give or promise, in favour of public officials or their relatives, money or other benefits.
It is not permissible to provide untrue information or omit to communicate relevant facts to public officials or to engage in conduct that is misleading or likely to mislead them.
These requirements cannot be circumvented by resorting to different forms of contributions that, under the guise of sponsorships, assignments and consultancies and/or advertising, have the same prohibited purposes indicated above.
FPM Milano operates in a lawful and correct manner, collaborating with the judicial authorities, law enforcement agencies and in general with any public official or public service officer who has inspection powers and carries out investigations against them.
Inspection visits must be carried out by authorised personnel, in a spirit of cooperation, fairness and transparency, with an absolute prohibition from obstructing the proper conduct of the inspection activity through the concealment or destruction of documents.
Relations with Public Authorities
The relations of Fabbrica Pelletterie Milano S.p.A. with the subjects representing the Public Administration, Public Officials or persons in charge of public service must be based on principles of fairness, loyalty and maximum transparency, as well as on compliance with the provisions of the law and applicable regulations.
In the context of relations with the Public Administration, Public Officials or persons in charge of a public service, it is not permitted to seek or establish relations of favour, influence, interference with the aim of directly or indirectly influencing their activities.
It is forbidden to promise or offer to representatives of the Public Administration money, goods and grant economic advantages or benefits of any kind, except within the limits of the modest value in the context of courtesy relationships, such as not to violate the integrity and good reputation of the Company.
The relationships in question must be managed only by persons in charge and authorized for the purpose, within the limits of the powers attributed to them by formal power of attorney or within the scope and limits of their roles and responsibilities.
The term "facilitation payment" refers to payments made to officials of the Public Authorities for the purpose of accelerating, facilitating or ensuring the activity envisaged within the scope of the Public Body's own duties, such as:
- obtaining licenses, permits or other official documents;
- processing of government documents, such as visas or access permits in a foreign country;
- obtaining licenses, certifications, permits or other types of authorizations.
Facilitation payments constitute a form of corruption and are therefore prohibited, in any form, regardless of any laws or customs of the country in which Fabbrica Pelletterie Milano S.p.A. operates.
Relations with persons called to make declarations to the Judicial Authority
Fabbrica Pelletterie Milano S.p.A. ensures and promotes correct, transparent and collaborative behaviour in relations with the Police and the Judicial Authorities. It is forbidden to put in place any form of conditioning against anyone (employee, collaborator or third party) who is called upon to make statements before the Judicial Authorities, which can be used in criminal proceedings.
In the conduct of any activity, situations must always be avoided where the parties involved in the transactions are in conflict of interest, with particular reference to personal and/or family interests that could influence the independence of judgement or interfere with the ability to make decisions in the best interest of Fabbrica Pelletterie Milano S.p.A. in an impartial manner.
Any situation that may constitute or determine a conflict of interest must be promptly communicated to the hierarchical superior in a managerial position.
Likewise, the person involved must promptly refrain from intervening in the operational/decision-making process while the manager in a managerial position is required to identify operational solutions to safeguard, in the specific case, the transparency and correctness of behaviour in the performance of activities.
Confidentiality, accounting and cash flow management
It is forbidden to use the information acquired in the performance of their activities for purposes not related to the strict exercise of the same. In particular, it is mandatory to:
- not disclose to third parties confidential information of a commercial, industrial, financial and corporate nature, of which they have become aware for business reasons, unless this is necessary for the conduct of business activities and subject to the signing of a specific commitment to non-disclosure; or, in relation to a specific request from the competent Authorities;
- treat and store with the utmost care, in a safe place, any confidential information in their possession.
Each recipient who works in the name or on behalf of Fabbrica Pelletterie Milano S.p.A., to the extent of their competence and in relation to the assignments/mandates conferred on them, is required to provide maximum collaboration and to keep all supporting documentation, so that it can be easily found and consulted by the persons authorized to control it.
All financial transactions, as well as all incoming and outgoing movements of money, are to be carried out by persons with the relevant powers, subject to prior authorization, and are always to be justified, traced and recorded.
Accessing data, information or programs contained in computer systems without proper access rights is prohibited. To this end, the following must be guaranteed:
- that systems suitable for recording access (computer authentication) to processing systems and electronic archives are adopted;
- that computer systems are protected by a profiling mechanism that guarantees access to transactions in relation to the tasks and functions of each user.
IMPLEMENTATION, CONTROL, MONITORING
Body responsible for supervising the application of the Code
The Supervisory Body ensures and oversees the correct application and dissemination of the Code of Ethics, and similar responsibility is assigned to the subjects at the top of each company area who guarantee compliance by all those who operate within their function.
In particular, the Supervisory Body has the task of:
- supervising the adoption of the control system for the prevention of corruption;
- providing assistance and guidance on the content of the Policies deriving from the OMCM and the Code of Ethics;
- monitoring that the OMCM and the Code of Ethics comply with best practices and local regulations;
- reporting to the top management of the organization on any significant deficiencies in relation to the adoption, dissemination and adequacy of the management system for preventing the committing of the predicate offences, in order to enable the necessary measures to be taken.
Procedure for reporting offences and irregularities
Fabbrica Pelletterie Milano S.p.A. provides all recipients with a special Whistleblowing tool, the use of which makes it easier to comply with the requirements of this procedure.
Dedicated channels of communication are set up for this purpose, including through the Whistleblowing system (available on the company website), as well as by email to the specially created address.
Reports can also be made anonymously and addressed to the attention of the Supervisory Body at Fabbrica Pelletterie Milano S.p.A.
Whatever communication channel is used by the whistleblower, the Company undertakes to treat each report received with confidentiality and discretion, in line with the legal provisions in force, and to safeguard the anonymity of the whistleblower, ensuring that they are not subject to any form of retaliation. In this respect, see also the specific section on Whistleblowing.
All Recipients are required to comply with the OMCM and the Code of Ethics as well as the OMCM and to report any conduct that does not comply with the principles and rules contained therein. Reports of violations or requests for clarification on the interpretation of the OMCM and the Code of Ethics may be addressed, in the case of employees, to the manager of their facility or directly using the email address.
VIOLATIONS AND SANCTIONING CONSEQUENCES
FPM Milano sanctions violations of this code of conduct, in compliance with the provisions in force.
Compliance with the provisions of this code of conduct must be considered an essential part of the contractual obligations of employees of FPM Milano pursuant to and for the purposes of Article 2104 of the Italian Civil Code.
Any violation of the provisions of the code of conduct may constitute a breach of the obligations of the employment relationship or a disciplinary offence, in accordance with the provisions of art. 7 of the workers' statute and in compliance with the national collective bargaining agreement applied, with all legal consequences, including with regard to the preservation of the employment relationship, and may result in compensation for damages arising from the violation itself. Therefore, in the event of non-compliance with the provisions and values set forth in this code of conduct, the recipients expose themselves to the risk of sanctions commensurate with the seriousness of the violation.
Compliance with the principles of this code of conduct also forms an essential part of the contractual obligations assumed by all those who have business relations with FPM Milano. Consequently, the violation of the provisions of this Code of Conduct may constitute a breach of contract, with all legal consequences with regard to the termination of the contract and the consequent compensation for the resulting damages.
APPROVAL, FORMALIZATION AND UPDATING
Fabbrica Pelletterie Milano S.p.A. approves and formalizes the Code of Ethics, as well as any changes/additions made to it, and promotes its adoption by all its subsidiaries, which will adopt this document independently by resolution of their administrative bodies, adapting it, where necessary, to the particular characteristics of each company in line with its management and organizational autonomy.
The Administrative Body in charge of Fabbrica Pelletterie Milano S.p.A. takes care of updating and any revision of the Code of Ethics, and evaluates any proposals for amendments/additions, including from the Supervisory Body.
COMMUNICATION AND DISSEMINATION OF THE CODE OF ETHICS (and Conduct)
Fabbrica Pelletterie Milano S.p.A. undertakes to promote and ensure adequate knowledge of the Code of Ethics and to disseminate it, by all means deemed most appropriate to the interested parties, through appropriate communication and/or publication activities on its websites, in specific sections;
In order for persons to bring their conduct into line with that described, constant awareness of values and constant verification of effective compliance with the principles and rules contained in the OMCM and the Code of Ethics are ensured.
Contracts with Third Party Recipients (also referred to as “Third Parties”) will also include express termination clauses in contracts for supply or collaboration, agency, partnership, tender, etc. that make explicit reference to compliance with the provisions of the OMCM and the Code of Ethics and/or the signing of declarations aimed at formalising the commitment to comply with the OMCM and the Code of Ethics, and at regulating contractual sanctions in the event of breach of this commitment.
Any changes to this Code will be promptly brought to the attention of all recipients.
Milan, 12/12/2024 p. The Board of Directors
