PREAMBLE
C.E.I.A. - COSTRUZIONI ELETTRONICHE INDUSTRIALI AUTOMATISMI - S.p.A. is an Italian company specialising in the design and production of electronic, electro-technical and automated appliances, for the civil and industrial sector, which are operated on the basis of electromagnetic fields.
C.E.I.A. S.p.A. is a member of a group of companies that also includes the holding parent company (CEIA S.r.l. whose registered office is also situated in Italy) and foreign distribution firms.
OBJECTIVE
This Code represents a collection of general ethical principles, which have, up to now, been transmitted in the day-to-day running of the business, through specific written communications, operating procedures from the quality control manual, meetings with staff and through the daily training of personnel, in both written and verbal form.
These values were transmitted by the founders of CEIA and, over the years, by the Directors, the General Management, the department managements and Heads of the sectors involved, and are described in this document in order to guarantee compliance and ensure that they are maintained by future generations within the Company.
The adoption of a Code of Ethics is of primary importance, not only to prevent unlawful actions from being taken, but also for the success of the business, which is not simply a question of achieving good economic results, but also involves the day-to-day running of the business in an ethical manner.
In fact, when we work for a company, we become a mouthpiece for its values and the corporate image is “viewed” through our actions. Anyone engaged in a particular activity on behalf of a company – such as business negotiations, or writing a straightforward business e-mail – inevitably proffers, as its spokesperson, an overall idea of the organisation that he or she actually “represents” at that time.
For these reasons, the principles set out in this Code of Ethics are conveyed in order to provide working associates of CEIA with a set of guidelines on how they should act, and thereby follow the approach taken by the Company, an approach that is focused at all times on integrity and respect for the rules.
TARGET SUBJECTS
These principles and rules of conduct are targeted at all Employees, Directors and Managers of CEIA S.r.l. and C.E.I.A. S.p.a. (hereinafter referred to jointly as the “Company” or simply “CEIA”).
This Code also applies to customers, suppliers, agents, dealers, external working associates and anyone having business dealings with the Company, whenever they are required to comply with the provisions set out in this document.
PRINCIPLES
1) Legality and Transparency
The corporate policy:
CEIA has always conducted its activities in compliance with current legislative regulations and expects the conduct of all Target Subjects, when engaged in working activities on the Company’s behalf and in its interests, to be guided by the most scrupulous compliance with current legislation. CEIA supervises the fulfilment of these obligations.
Under no circumstances may a conviction that one is acting in the Company’s interests or for its benefit justify conduct that is contrary to the principles described in this Code, and even less so, actions taken in violation of national, Community or international laws.
For this purpose and in order to guarantee transparency in the running of the business, every operation carried out within the Company must be backed up by documentary evidence that permits controls to be carried out at any time, to verify the charactertsics of the operation and the grounds on which it was based, and to identify the subject who authorised, carried out, registered and verified the operation in question.
The roles of those involved:
Target Subjects are expected to engage in their activities and discharge their working tasks in keeping with current legislative regulations and, if in doubt, to consult their department management beforehand, thereby avoiding any conduct that would directly or indirectly conflict with legal provisions or ongoing contractual agreements (e.g. software licences, conditions for the operation of corporate tools, etc.).
2) QUALITY CONTROL POLICY
The corporate policy:
CEIA has, over the years, achieved a level of excellence in the sectors in which it operates, through continuous technological research and the focused mechanising of its products. In fact, the corporate culture has always concentrated on striving to achieve maximum quality standards, the best possible performance from its appliances and maximum competitivity, for the benefit of their users. With this aim in mind, CEIA employs highly specialised personnel who are kept continually up-to-date. Apart from the preparation of its human resources, the Company has invested heavily in the introduction of advanced tools and sophisticated production systems capable of guaranteeing increasingly high levels of integration and precision.
In an attempt to achieve increasingly high performance levels, CEIA decided to internalise almost all operations within its factory premises, thereby allowing the Company to optimise production quality standards and promptly meet the requirements of its clientele.
The Company also obtained accreditation of the tools produced from leading Italian and international public bodies and has had a certified Quality Control system at its disposal since 1996 conforming to ISO Standard 9001 (currently UNI EN ISO 9001-2015. It carries out electromagnetic measuring operations at its Test, Measurement and Calibration Laboratory, accredited by the Italian Accreditation Body in accordance with standard UNI-ISO-17025.
The roles of those involved:
All the Target Subjects of this Code are expected to comply with the operating procedures described in the CEIA Quality Control System, set out on the company website – intranet site, and to carry out the tasks assigned to them in a professional and responsible manner, in keeping with the role they play. Whenever in doubt about the performance of working duties or in need of advice or operating suggestions, operators should always seek assistance from the Office Head\Head of Department and/or their department Management, thereby avoiding hasty or inappropriate solutions.
3) CORPORATE IMAGE
The corporate policy:
The Company’s reputation and image represent a fundamental resource for the business. The Company is aware that there is a direct link between rules, authority, commitment and reliability and the positive development of the business.
The roles of those involved:
Target Subjects of this document are invited to carry out their working tasks with an awareness of the business context in which they operate. They are therefore expected to conduct themselves in a professional and proper manner in keeping with the standards of conduct set by the Company. For that matter, an organisation with solid rules expresses its values and instils security and reliability in the interlocutors approached.
The forms of conduct listed below, merely as examples, should generally be considered as inappropriate:
- Unprofessional behaviour with colleagues, customers, suppliers or the Company’s working partners;
- Use during working hours of cell phones, tablets or other personal electronic devices;
- Utilization of computers, Internet connection, mailboxes, telephone or other company property or resource for private use and/or for purposes other than those connected with one’s working tasks and position;
- Consumption of food at one’s work post, or, anywhere outside the areas reserved for such use;
- Engagement in activities of a personal nature (whether or not for financial gain) having nothing to do with one’s working duties or one’s professional relationship with the Company during working hours or on company premises.
4) THE VALUE OF INDIVIDUALS AND HUMAN RESOURCES
The corporate policy:
Human resources are of fundamental value to CEIA in the development of the business and the Company therefore encourages working collaboration and mutual support. The Company values human beings and, under this perspective, does not tolerate harassment, personal offensiveness or discriminatory conduct based on age, sex, sexual preference, race, colour, tongue, nationality, political opinions, religious convictions or other personal characteristics, in the work place.
When selecting employed staff and advancing their careers, the Company adopts objective criteria based on skills, participation, results, qualifications and experience gained.
The roles of those involved:
Every Target Subject of this Code is obliged to comply with its provisions and is invited to act as a mouthpiece for the Company’s values, calling on colleagues and working associates to abide by them. More precisely, Managers, Office Heads or Heads of Sector and Heads of Department are directly responsible for training, supervising and controlling staff operating in their areas in order to secure compliance with this Code. They must also monitor and attempt to anticipate risks linked to improper conduct, giving notification, whenever necessary, to the Management to which they refer.
Target Subjects are required to collaborate with each other so that their knowledge can be made available to others, as part of the training of their colleagues, and so that the best possible results can be obtained by the Company, an achievement that is always the result of teamwork.
5) PREVENTING CONFLICTS OF INTEREST
The corporate policy:
The term conflict of interest means a situation in which a Target Subject of this Code pursues an interest, of his or her own or of a third party, differing from that pursued by the Company, or engages in activities that could interfere with his or her ability to operate and make decisions on behalf of the Company. A conflict of interest may also arise in situations that comply fully with the law, yet in the specific circumstances, could compromise the duty to act exclusively in the Company’s interests.
A conflict of interest therefore arises when the Target Subject has family ties, connections or close friendships with individuals working for one of CEIA’s suppliers, customers or competitors.
A conflict of interest also exists when activities competing with or similar to those conducted by the Company are engaged in on a personal basis, either collectively or through intermediaries.
The roles of those involved:
In the event of a conflict of interests, even partial, the Target Subject involved must inform his or her department Management without delay, complying with the decisions that are then taken.
6) CYBER SECURITY, PRIVACY AND CONFIDENTIALITY OF INFORMATION
The corporate policy:
The Company puts a great deal of emphasis on the protection of confidential corporate information, which represents an asset to the company of fundamental importance.
CEIA takes every appropriate measure to safeguard its computer systems and thereby build up an effective defence against attacks from the outside. The confidentiality covenant extends, not only to information relating to the Company, but also that concerning customers, suppliers and business partners. Information considered private and confidential include, but are not limited to, the following: specifications from customers and internal specifications, know how, licences and patents, design characteristics, corporate contracts, economic and financial developments affecting the Company, data on the internal management structure and administration.
In addition, in keeping with new parameters laid down in connection with the retention of personal data, (EU Reg. 679\2016 – GDPR), the Company protects the confidential nature of such data in its possession, adopting appropriate, innovative measures. The Company draws that attention, in particular, of those who, given the tasks assigned to them, are more likely to be subject to data processing obligations (e.g. personnel office, data processing centres, etc.). In this regard, CEIA provides for its staff to undergo training and to be informed of the correct methods to be adopted to store data, and of the risks and responsibilities stemming from the improper processing of personal data.
The roles of those involved:
Information and data obtained or processed by Target Subjects during their working operations belong to CEIA and cannot be duplicated on personal external media or sent by personal mail, nor are they permitted to disclose or transfer such data without authorisation from their department Management, nor can they receive any benefit of any kind, whether direct or indirect, personal or financial, from the use of the data in question.
Information that is particularly sensitive or confidential must be safeguarded in order to prevent it from being shared with office colleagues and other departments without authorisation from the Management of the department concerned. These obligations continue to be binding, even if the employment or working relationship with CEIA is brought to an end, interrupted or suspended.
CEIA also draws the attention of all Target Subjects to conduct that is apparently inoffensive (e.g. conversing with acquaintances and third parties about facts or aspects that involve the Company), which could however have damaging effects on the business.
Operators must refrain from copying, extracting or processing any personal data of colleagues, directors, visitors or sales representatives in general, unless expressly permitted to do so by law, by operation of an ongoing contract with the data subject (person concerned) or with that subject’s consent, or they have been authorised by their department Management in the pursuit of a legitimate business interest that has been assessed and justified.
The publication of information, images or film clips relating to colleagues, positions held or information obtained from within the Company, etc. on “social networks” is considered to be totally inconsistent with the values set out in this Code.
The only means of computerised communications permitted by the Company are the corporate website and the e-mail addresses assigned for working tasks. In order to ensure that communications may be fully tracked and recorded, message and social network applications are not permitted. In addition, computerised equipment or personal addresses may not be used to perform working tasks, nor must computer equipment belonging to the Company be operated for personal use.
As a further means of safeguarding confidential information, the Company requires its employees to dispose of waste documents personally, using the paper shredding machines provided at the end of each day.
7) GUARANTEEING SAFETY AT WORK
The corporate policy:
The Company devotes a great deal of attention, making appropriate investments, to ensuring that places of work are safe and conform to current legislative standards, adopting the soundest principles relating to the organisation of working activities; it also promotes training programmes for Employees designed to make them aware of the risks to which they are exposed at work, of accident prevention basics and the prevention of work-related injuries. A fundamental factor influencing the strategic choices made by the Company in the organisation of working activities is the elimination of risks, and if this is not possible, reducing them to the minimum permitted using the most up-to-date technological know-how and adopting adequate protective clothing and equipment to mitigate any risk remaining.
The roles of those involved:
All Employees are expected to cooperate fully in keeping the working environment in which they operate safe and to conduct themselves in a responsible manner to ensure the well-being both of themselves and of others, such as, for example, scrupulously complying with indications given in signs and notices found on the premises (including road signs), keeping their work posts and working equipment clean and in order, placing equipment and any chemical substances in the security compartments and cabinets provided, avoiding remaining at their place of work beyond working hours (routine and authorised overtime) in the absence of the Office Head\Head of Department and Vice Head of Department, wearing an identification badge and reporting the presence of any third parties on the company premises who are without a badge or are not accompanied by a member of CEIA staff.
With the aim of guaranteeing total safety at work, it is pointed out that the consumption of alcoholic beverages or psychotropic substances during or prior to working hours is strictly forbidden, as their use could induce personal cognitive impairment and compromise the normal approach taken by individuals to their work, as well as cause possible accidents or incidents.
8) PROTECTION OF THE ENVIRONMENT
The corporate policy:
CEIA actively contributes towards the protection of resources and the environment, investing in renewable energy sources, energy-saving systems, research on technological solutions that use up less raw material and the reduction or elimination of chemical substances from its production processes. Waste management, based on type-differentiation, is entrusted to specialised waste disposal firms. The Company is committed to minimising the impact of its working operations, which in themselves already pose only a minor threat to the environment. This commitment is expressed in the application of modern production systems that conform to environmental standards, as well as the adoption of structural and operative measures capable of preventing any environmental damage.
The roles of those involved:
CEIA’s employees are therefore invited to defend the protection of the environment, avoiding waste of materials and energy, taking straightforward steps to promote environmental sustainability, such as: checking that doors and windows are closed when leaving the company premises, checking that sources of light and heat are switched off, avoiding the printing of documents which can be viewed and stored digitally, avoiding switching on central heating or air-conditioning plants with windows open.
9) MANAGEMENT OF ACCOUNTING DATA
The corporate policy:
In order to guarantee that accounting documentation meets requisites calling for registered data to be truthful, complete, accurate and transparent, a full set of appropriate substantiating documentation is kept amongst the Company records and registers relating to every accounting operation carried out, so that the following is achieved, also for monitoring purposes:
- Accurate, reliable registration of accounting entries;
- Immediate identification of the grounds for carrying out the operation in question and its underlying charactertsics;
- Straightforward reconstruction of the decision-making process leading to authorisation and implementation, and the establishment of responsibility levels.
The Company is responsible for the regular keeping of accounts in accordance with current corporate and tax legislation. It carries out all the internal controls necessary to verify the truth and reliability of tax data received from and submitted to public bodies and individual third parties. The Company also complies with transfer pricing legislation and rules regulating the origin of goods.
The roles of those involved:
When handling working tasks, Target Subjects must provide full, truthful and accurate information, whenever requested, refraining from disclosing false information, carrying out simulated operations or modifying documents. Target Subjects are expected to store and keep all accounting documents and those relating to administrative management with the utmost care.
10) PREVENTION OF MONEY-LAUNDERING AND CRIMINAL ACTIVITIES
The corporate policy:
The Company demands total transparency in business transactions and dealings with third parties, in full compliance with national and international legislation regulating the attempt to combat money-laundering and direct or indirect funding of unlawful exponents or activities. For this reason, the Company respects the restrictions laid down by the law for payments and the collection of sums in cash and fulfils its obligations relating to the circulation of cheques or other bearer payment instruments, favouring traceable instruments in all economic transactions, first and foremost bank transfers. The Company believes in working together peacefully and categorically refuses any business or professional dealing with subjects who are known to be involved in unlawful activities.
The roles of those involved:
Invoices and payments must be made out to the specific customer indicated in the order or the contracting party, at its registered office. Furthermore, Target Subjects must inform their department Management of any of CEIA’s current or potential working partners, customers, or suppliers who do not provide guarantees of their business integrity or are involved in affairs connected with money-laundering and/or national or international criminal associations.
11) RELATIONS WITH CUSTOMERS, SUPPLIERS AND WORKING PARTNERS
The corporate policy:
CEIA strives to obtain maximum customer satisfaction (distributors and final users), ensuring that they are given a prompt response that satisfies their needs.
The Company encourages the use of feedback mechanisms (including customer satisfaction reports) in order to meet the requirements of their clientele and improve the quality of its products.
The selection of suppliers is dealt with by the company departments responsible, which make their decisions adopting objective criteria based, first and foremostly, on quality standards, competitivity, punctuality and the sharing of the values described in this Code. As far as it is aware, the Company rejects products manufactured with the use of child or clandestine labour, and declares that is does not import raw materials from countries at risk or in armed conflict (e.g. those referred to as “conflict minerals”).
CEIA is highly committed to the prompt performance of its economic obligations towards suppliers and customers, in order to maintain good working relations, as well as to promote technological growth and increase quality standards, with the help of technical feedback and the progressive development of the requisites applied.
The Company complies with import and export regulations, using the services of qualified operators and leading carriers for the transportation of its products.
The roles of those involved:
Employees operating with suppliers must maintain relations in a professional manner, avoiding any form of confidentiality that could prejudice impartiality in their working activities and their overall judgment.
All Target Subjects are expressly forbidden to offer and accept, on any grounds, gifts or benefits to/from the Company’s customers, suppliers or working partners (even those potentially so).
Personal relations with suppliers and customers may prejudice the principles of impartiality and independence and are therefore not compatible with the working activities conducted by Company Personnel, at any level.
When selecting goods and services, adequate competition must be assured, for example, by taking into account, whenever possible, at least three companies meeting adequate quality standards when selecting suppliers.
12) DEALINGS WITH PUBLIC ADMINISTRATIONS
The corporate policy:
Dealings and relations with Italian, foreign and international Public Administrations and non-private bodies, as well as their employees and officers appointed, are inspired by the principles of transparency, honesty and business propriety.
Dealings with officers, representatives or spokespersons from Public Administrations are handled exclusively, and at all times, by figures within the Company authorised to do so.
Inspections by supervisory authorities must be handled by authorised staff with a spirit of collaboration, correctness and transparency, and no obstacle must be put in the way of the due assessment of operations carried out, through the concealment or destruction of documentation.
Declarations and statements made to national or community and international bodies must only contain elements that are absolutely truthful and reflect the real facts, in accordance with applicable legislation in force.
The roles of those involved:
Target Subjects are not permitted to offer gains or benefits to officers, employed managers or representatives of public bodies or authorities that could lead an impartial third party to doubt their appropriateness or proportion. Similarly, no fees or compensation of any kind may be received by any of the subjects referred to for any activity conducted or for influencing the decision-making process of the Company or any public bodies.
13) ANTITRUST
The corporate policy:
The Company believes in a competitive economy and conducts its business in keeping with antitrust laws. It therefore avoids any agreement with companies operating in the same economic sector that relates to prices and sales conditions and that could lead to market malfunctioning.
The roles of those involved:
Target Subjects, particularly those who are assigned tasks that involve dealing with subjects outside the firm (e.g. sales personnel), must not supply, receive or exchange any information of the following nature with any competitor or their representatives: prices, company contracts, costs and profit margins, distribution strategies and methods, production and sales output, market areas.
APPLICATION OF SANCTIONS
Compliance with the corporate Code of Ethics must be considered as an essential aspect of the contractual obligations assumed by all Target Subjects within the meaning and for the purposes envisaged in applicable legislation in force. The violation of the principles and contents of the Code may constitute a breach of the obligations stemming from the working relationship and a ground for possible disciplinary action.
This document is published on the Company’s Intranet site and its website www.ceia.net. The Corporate Code of Ethics was endorsed by the Board of Directors of CEIA S.p.A. and by the Directors of CEIA S.r.l. (September 20, 2018). Any amendment or revision must be approved by those bodies.