Code of Ethics

General Principles

The current Code of Ethics (from now on CE) includes ethical principles and general rules that, analogously the legal, regulatory and contractual ones, characterize the organization and the activity of Norman International S.p.A. and, consequently, those societies controlled both directly and indirectly by Norman International S.p.A. (from now on “Norman Group” or “Group”).

 

Norman Group, concerning both organizational and competitive dynamics and necessities of the market of interest, wants to distinguish itself in each field, location and primary values level such as good faith, loyalty, respect, correctness and professionalism, offering a behavioural model to all the internal and external collaborators for every activity, action and professional relationship.

 

The Code of Ethics represents integral part and fundamental element of the Organizational Management and Control Model adopted by the Society under the Italian Guidelines of “Responsibilities of administrative institution related to crime” contained in D.Lgs. n. 231/2001.

The addressees all the field of application embrace the following development:

1. Principles and Values: with reference to ethical principles and values the Society adheres to and that have to follow and guarantee the sense of responsibility based on the honesty of actions, transparency and continuity of every relationship, to apply through the proper attention to the laws, to a correct operate;

2. Behavioural rules: with reference to criterions of conduct, guiding lines and behavioural regulations that have to accompany the activities of the society and the activities of those who operate for the Group, so as those people who are in affairs with any Norman Group society, with the aim to prevent any risk caused by illicit or non-ethic behaviours.

3. Fulfilment, check and supervision: regulations that describe modalities of Code of Ethic application and spread, and also developing and updating principles and behavioural rules contained, as requirements for the assignment of organizational and control models for the activities of the Group. Here are defined the modalities of managing any violations and are also indicated those subjects who have to do supervisory activities of the correct application and observance of the Code, and so the methods for the prevention of illicit behaviours or crimes.

Addressees and field of application

The current Code of Ethics is applied by Norman Group: corporate bodies, employees, attorneys, internal and / or external collaborators of each company attributable to the Group subject to management and coordination by Norman International S.p.a. as well as, in general, to any person, economic or not, who operates in the name and on behalf of the Group companies and / or who has business or non-business relationships with the Group regardless of the type of contractual relationship.
The principles and provisions of this Code of Ethics are binding, without exception, for Directors, Statutory Auditors, Executives, Employees and for all those who, even if external to the Group, directly or indirectly establish and maintain a stable or temporary relationship, with the Norman Group. All the aforementioned subjects are collectively defined “Addresses”.

Addressees have to follow principles and dispositions of the Code of Ethics and, if their proficiency, make people observe them.

Under no circumstances the supposition of acting in the interest of Norman Group allows people to behave in a way that opposes the current document.
Code of Ethics is valid both in Italy and abroad, however considering social, economic and cultural differences of the countries Norman Group work with.

Those cases mentioned in the Company procedural system, the Company will ask the observance of the Ethic Code to third party as well (partners, clients, experts, consultants, financial intermediary and other kinds of third party) with whom establish working relationship.

 

1. Principles and Values

 

Principles included in the current code integrate behavioural rules that each addressee have to follow concerning diligence and correctness obligations:

 

1. Correctness and moral integrity: ethics, the whole group of behavioural rules based on the correctness of action, transparency and relationship continuity, is one of the Norman Group foundations. During company activities, Norman Group censures every action and relationship invalidated by conflict of interest, both real and potential ones. Take advantages of illicit actions in exchange for gifts or benefits that exceed the normal practice of courtesy is not allowed.
2. Legality: Norman Group acknowledges the fundamental importance of acting in accordance with the law and all the regulations in force in every countries it has to do with, so as the statute of every society of the Group, and asks the recipient of the current Code the observance of this prescription.
   Norman Group follows the principles of legality, correctness and devotion, principles of loyalty to given word, to promises and agreements during every activity. The Group encourages acting responsibly and according to good faith in every activity and decisions.

The pursuit of the mere economic interest cannot justify a kind of conduct that goes against good faith principles, correctness and honesty, laws and regulations in force as well.

 

1. Centrality of Human Resources: the Group encourages a working environment intended to develop potentialities and inclinations of its employees and collaborators. It manages human resources according to the respect of both personal and professional characteristics, of equal opportunities and meritocracy, it valorises employees professional experience, facilitates knowledge conveyance in order to preserve over time cultural heritage and fundamental values. It protects places where employees or outside collaborators work.

 

1. Non-discrimination: Norman Group works with counterparty both internal and external the company respecting dignity and equality principles, without any choice discrimination, that will remain unquestionable anyway, based on elements such as racial and ethnic origin, nationality, religion, sexual orientation, gender identity, and any other personal characteristic unrelated to working environment.

 

1. Ethic vision: Norman Group aim for maintaining and developing relationship of trust with its own stakeholders (people, groups or institutions), whose relationship is required in order to realize Norman Group mission, or that have any interest in the Group activities. Stakeholders are subjects whose investments are connected to Norman Group activities: partners, collaborators, clients, suppliers, financial mediators working on the market.

 

 

In general, stakeholder are those single individuals or groups,  and all the institutions representing them as well, whose interests are influenced by direct and indirect effects of Norman Group activities, such as local and National communities where the Group works. The research of a correct and transparent relationship with stakeholders guarantees, improves and protects company reputation in the working context.

 

1. Behavioural rules

 

Every addressee has to know the Code, make it into practice and report possible deficiencies.

 

Relationship with employees

Every Norman Group societies sustains  a working environment aimed at honesty and integrity, at mutual respect, at potentialities and talents development, at protecting working spaces and employees and collaborators health, at respecting equal opportunities and privacy.
Nevertheless employees’ dedication and professionalism are considered fundamental and determinant values and conditions in order to obtain Norman Group aims. Consequently, all the employees, in addition to adopt with scruple, awareness and diligence the prescriptions of the current Code of Ethics, have to:

1. Make into practice the own role with correctness and sense of responsibility, working on carry out each activity with diligence in order to reach the company goals, even in relation to art. 2015 Civil Code*;
2. Build relationships with colleagues based on values such us peaceful coexistence, relationships integrity, respect for the person and professionalism, striving to avoid every kind of discrimination and situations of discomfort, prejudice and discrimination;
3. Behave with transparency, clearness, correctness, efficiency, equality, respecting relationships with internal subjects and external party as well, whether they are goods/services suppliers or any other interlocutor external to Norman Group perimeter.
4. Preserve with care company goods and behave respecting the environment, even from an ecological point of view.

Each Norman Group society is equipped with material and non-material goods, which protection and conservation constitute an essential value for the safeguard of Norman Group society interests: the use of this material by the addressees of the current code has to be exclusive for working purposes and activities. The use of company goods for personal use is not allowed, and so as the use of goods that are not Norman Group property (mobile phones and personal email addresses) during working activities is not permitted. Doing activities that have nothing to do with working mansions during working time it is not tolerable as well.

 

Relationships with clients

Norman Group promises to satisfy expectations of its clients, supplying high quality products and/or services, always respecting regulations that safeguard competition and market, and concentrating its own conduct on the values of correctness, honesty and professionalism.

Regarding relationships with clients, the addressees of the Code of Ethics, according to their competence and in relation to their tasks conferred upon them, strive for respecting undertaken tasks and duties, providing information, communications and services in line with requisites such as accuracy, completeness and truthfulness, avoiding acting misleadingly, elusively or incorrectly.

The centrality of behaviours such as transparency, clearness, correctness, efficiency, equality, third party respect is reaffirmed.

 

* Dependent employees must not deal with business on their own account and/or third parties interest, competing with the entrepreneur and divulge information about the organization and production methods of the company, or use them in an inappropriate way.

Relationships with suppliers

Commercial relationships of Norman Group with its own suppliers and external collaborators (included consultants and agents) are based on principles of lawfulness, transparency, impartiality, competitiveness, efficiency and professional accuracy.
The selection of suppliers (contractors included) and collaborators (consultants and agents as well) for the purchase of goods and services is based on impartial judgements that support the affordability according to parameters such as quality, value, reliability. Every behaviour has to be defined by the best transparency, sincerity, correctness, efficiency, equality and roles respect.
The addressee of the Code of Ethics that is involved in the processes of suppliers’ selection must:

1. Verify, through proper documentation, that every subject involved in the selection has adequate resources in order to satisfy the needs of each society of the Group, and declare its own adhesion to Norman Group Principles and Values as well.
2. Act impartially with objective and documentable criterions, guaranteeing choices traceability and conserving those documents that prove the observance of internal procedures and the purchase aim.
3. Not accept any kind of personal advantages and declare promptly to their responsible and/or to the company direction of each Norman Group society possible situations of conflict of interests.
4. To report promptly any kind of behaviour that can go against principles and values of the current Ethical Code.

 

At the time of the signing of supplying contract, each supplier has to subscribe to the principles fixed by the Code of Ethics, and consequently they will become addressees.

Buying processes and the fixing of supplying conditions have to guarantee the maintaining of the same principles for the safeguard of the competition, transparency, efficiency and affordability applied during the suppliers’ selection.

Payment of goods and services supplying, and every payment for any other titles that must be done to suppliers, have to be in line with market conditions or however justifiable and verifiable.

 

Relationship with the Public Administration and Judicial Authority

Norman Group relationships with subjects that represent the Public Administration and Judicial Authority must be based on principles of good faith, correctness, moral integrity and legality and managed by representatives and authorised people only, within the limit of its own role and responsibility.

Regarding relationships with Public Administration, Judicial Authority and/or subjects involved in the public service, the addressees of the Code of Ethics must not:

1. Offer, even from third party, any kind of money, gift or benefit to public administrator Norman Group has relationship with, and so as to their relatives or any other subject related to them.
2. Research or build preferential relationships with exponents of the Public Administration with the aim of influence, directly or indirectly, their activities.

Such prescriptions cannot be eluded by different kind of contribution (pretend them to be sponsorships, tasks, consultations or advertisements) that have the same forbidden aims indicated above.

 

Relationship with Supervisory Authority

Norman Group acts scrupulously in order to observe the rules established by Supervisory Authority, and build relationships with the above-mentioned Authority with the best collaboration and courtesy, observing every request in full compliance with the institutional role and working to make into practice their prescriptions promptly.

 

1. Fulfilment, check and supervision:

 

All the addressees of the Code of Ethics have to work diligently, competently and loyally, investing time properly and specifically in its own activities.
In particular, the Society has to:

1. Compatibly with necessities of productive management and stated duty of surveillance, supports the separation of functions in order to allow the identification of those subjects who did that specific task and to prevent conflict of interests situation to arise;
2. Ask the addressees to act in a right way, with transparency, avoiding illicit favouritisms, collusive practices or choices that implicate illicit advantages for themselves or others.

 

The current Code is integral part of the Organizational Model taken by Norman Group pursuant to and for the effects of D.Lgs. n. 231/2001. Possible advisories of alleged crimes or violations, with particular reference to “predicate offences” provided by D.Lgs. n. 231/2001, have to be address to the Supervisory Organism specifically nominated, using the email address organismodivigilanza@normansrl.com.
Advisories can be made anonymously too and addressed to Supervisory Organism of the society.
Requests of clarifications regarding the interpretation of the Code of Ethics, when from employees, can be directed to the head of department. Whatever it is the communication channel used by the person who makes the report, the Society work in order to treat possible advisories with confidentiality, in line with the regulations in force, and protect the anonymity of the complainants, guarantying them not to be subjects of revenge.

 

Secrecy

In compliance with regulations UE n. 679/2016 (called GDPR) all the societies of Norman Group ensure the secrecy of the information in their possession regarding the addressees of the Code of Ethics. All the employees, collaborators, consultants of the Group have not to use the information obtained during the fulfilment of an ipotetical activity for aims not connected with the completion of them.

 

Conflict of Interest

Every decision pertinent to Norman Group activities and policies, have to be based on solid judgements, with the sole purpose of pursuit the interests of the Group and not the personal interests or benefits, both direct and indirect, of any addressees of the current Code of Ethics.

Every situation  that can constitute or cause conflict of interests, even if hypothetical only, have to  be communicated promptly to the person in charge and/or to Norman Group attorneys with whom have commercial/professional/working relationships

 

Gifts, liberality, contributions and sponsorships.

Norman Group encourages initiatives of social responsibility, also through the supply of sponsorships or contributions in favour of foundations, institutions and organizations dedicated to the development of activities orientated to an improvement of life conditions, to the spread of culture and solidarity in the area where it operates.

Sponsorships and liberalities to societies or associations, even if non-recognized, are going to be approved anyway and identify univocally the counterparties involved and the reasons of the sponsorship.
Money transfer is dove through instruments that guarantee its traceability with proper documents.

 

 

No operations finalized to laundering money

The Society follows scrupulously the regulations to prevent episodes of laundering money, self-laundering and financing criminal activities.

To this aim, the addressees of the Code of Ethics have to:

1. Report immediately situations of potential anomalies in order to facilitate the prevention and obstruct laundering episodes;
2. Verify carefully the available information about the third parties and avoid starting or maintaining commercial or financial relationships in case that the counterparties are likely to behave in ways that appear crimes of laundering;
3. Ensure adequate collaboration with the competent authorities during the prevention, the contrast and actions concerning the falsification and the forgery of currency and any other mean of payment.

While managing cash flows, accepting any kind of irregularity that could doubt the legality and regularity of the money received is not permitted.

 

Accounting organisation, budget draft, cash flows management.

The Society acts respecting regulations regarding accounting organization and budget draft.

All the addresses of the Code of Ethics are required to collaborate fully in order to represent correctly and promptly by the accounting department, so as to provide to the partners and third parties   the correct and true information about economic, property and financial Norman Group situation required by current regulations.

All the financial operation and all the outgoing/incoming money transactions belonging to Norman Group societies must be carried out by people with the relative permission and always justified, tracked, recorded.

 

 

Tutelage of industrial and intellectual property

All the addresses of the Code of Ethics, be they internal/external the Norman Group perimeter, act in full compliance with intellectual and industrial property right, legimate head of third parties, and so ad in compliance with the prescriptions contained in laws, regulations and conventions put in place to protect those rights. To this end, all the addresses of the Code of Ethics must refrain from:

1. any kind of conduct that can constitute usurpation of industrial property titles, alteration or forgeryof distinctive feature of industrial products, that is patents, drawings or industrial models, both National and foreign, and also  from importing, commercializing or using/circulating industrial products with altereted or forged distinctive features, that is realized usurpating industrial property titles;
2. using illicitly and/or improperly, in the interest of the company or third parties, intellectual works, or parts of them, protected by regulations related to the violation of copyright.

Norman Group is characterized by a strategic placement as business model and leader on the market, represented by a strong organizational, procedural, technological, and industrial-productive.

These elements, in value, represent resources whose protection requires an ethical and behavioural profile that must characterize the work of all internal workers meaning to protect the confidentiality, the integrity and non-dissemination of information flows available in everyday life of the company operations, but obviously strategic with regard to intellectual appropriations by direct competitors.

The company always defends this intellectual patrimony in an appropriate way/place from the assault of external competitors, but it needs to count and benefit on a common experience, on a sense of belonging and protection by the representatives of the group, who represent the best way to protect the Company from dissipation.

Ergo, in the current Ethical Code the right behaviour of loyalty, devotion and firm intention of preserving the intellectual patrimony and the business model of Norman Group from all the workers, for acknowledgement and unconditional acceptance of the this Code of Ethics.

 

 

Health and environment

Among its fundamental values, Norman Group includes health and security tutelage in the workplace, and ensures its employees and collaborators safe, healthy workplaces, in compliance with the current regulations. During working activities, training and instruction courses about workplace safety are encouraged by the Company, in order to prevent risks of work accidents.

Society respects the principle of environment tutelage and contributes actively to the protection and safeguard of it, researching more adequate solutions to a better conformity of the company needs, with a responsible use of its resources, a reduction of energetic consumes and a better emissions control.

Consequences deriving from the violation of the Code

The observance of the Ethic Code is integral part of contractual obligations of working relationships of employees, external collaborators, third parties suppliers and, more general, of all the addresses of the current Ethic Code: failing to comply with the regulations of the Code can cause a serious damage to the societies of Norman Group from an economic-patrimonial and financial point of view, damaging the Group image and the competivity on the market as well.

Each violation of the Ethic Code allows each Norman Group Society to introduce disciplinary proceedings in proportions to the seriousness of the action, besides the possible request of damages compensation.

It is reiterated that the dispositions contained in the current Ethic Code are applied to all its addresses, both internal and external to Norman Group, and that failing to comply with them can cause the termination of the contract, assignment and/or the relationship in general with each Society of the Group, and so – where there are the conditions – the damages compensation.

 

1. Final dispositions

 

Partners’’ meeting and Council of Administration of each Norman Group Society have approved the current Ethic Code as referred to the January 22, 2020 shareholders’ resolution related to the introduction of Organizational Management and Control Model for the prevention of crimes required by Legislative Decree n. 231, June 8, 2001 and all following modifications and integrations.

 

The current Ethical Code can be consulted on the website of each Society of Norman Group.

 

Castel Goffredo (MN), January 22, 2020