Inox Tech SpA considered essential to align the business management with the most modern rules of corporate governance.
Inox Tech SpA, consistently with the dynamic and innovative aim that characterizes it, considered essential to align the business management with the most modern rules of corporate governance, also equipping itself with a Code of Ethics and an Organizational, Management and Control Model in accordance with the requirements of art. 6 of the Italian legislative decree 8 June 2001 no. 231. The Top Management of the Company wished represent through the adoption of the aforementioned internal regulatory instruments, a further way of promoting the adequacy of the levels of correctness and ethics of its actions and of confirming to Third Parties and the Market its path of integrity and transparency.
With this initiative, the Company’s Top Management has identified and defined the behavioral principles for all those who work in the name, on behalf or in the interest of the Company, to demonstrate, in the performance of its activities, correctness and linear conduct, such as to prevent the risk of commission of the crimes covered by the above mentioned legislative decree.
The Code of Ethics
Since its foundation, the Company has always carried out its activities and conducted its business in full compliance with the laws and regulations in force in the legal systems of all the countries in which it has operated and continues to operate. This respect is made possible by the effective and concrete involvement of all subjects who, directly or indirectly, carry out daily actions and activities in the name, on behalf or in the interest of Inox Tech.
Taking into account the complexity of the economic, institutional, social and cultural situations and contexts in which it currently operates, Inox Tech considered it essential to clearly define the set of values that the Company has always recognized, accepted and promoted in the conduct of business and in the management of relations with each third party.
These values have been expressed and condensed into Inox Tech’s Code of Ethics.
The Code of Ethics is a common value basis and is an essential and non-derogatory prerequisite that must guide everyone’s behaviors. The Code of Ethics identifies the essential core of the values that make up the corporate culture and that translate into the principles and management policies that guide our daily action.
Compliance with the principles of the Code of Ethics is a fundamental prerequisite for Inox Tech’s reputation, reliability and long-term success and, therefore, all company activities must be carried out in compliance with the law, in a context of fair competition, with honesty, integrity and correctness, respecting customers, suppliers, employees, collaborators, business and financial partners and communities in which the Company is present.
All counterparties entering into business relationships with Inox Tech are also required to take note of the values and principles of reference contained in the Code of Ethics and to commit themselves to compliance with them. Failure to comply with these principles does not allow Inox Tech to establish or maintain collaborative relationships, and failure to comply with them may result in the termination of existing relationships.
The Organizational, Management and Control Model
On 15 January 2021, Inox Tech adopted, in the first instance, a model of organization, management and control pursuant to and for the effects referred to in art. 6 of Legislative Decree No 231/2001 in order to prevent illegal conduct or appropriate to supplement or facilitate any offences.
The Model has been prepared on the basis of specific risk assessments, in accordance with the indications provided by the Sector Guidelines as well as on the basis of the latest orientations of jurisprudence and doctrine and is periodically updated in relation to legislative evolution and internal organizational and process contexts.
Recipients of the Model are all persons operating in the name, on behalf or in the interest of Inox Tech:
- members of the Board of Directors;
- members of any Control and Supervisory Bodies;
- managers, employees, workers and collaborators with whom contractual relationships are held, in any capacity, even occasional and/or only temporary;
- all those, customers, suppliers, representatives and business partners who have relations, for consideration or even free of charge, of any kind, with the Company
The subjects to whom Model 231 is addressed are therefore required to comply punctually with all the provisions, also in compliance with the duties of loyalty, fairness and diligence that result from the legal relationships of a labor, commercial and any other nature established with the Company.
It provides evidence of Inox Tech’s organizational structure and its internal regulatory system that includes – in addition to the Code of Ethics and the Model – the Powers of Attorney system and the scheme of delegation of duties, HSEQ management systems, the regulation of procedures and operational instructions that are an integral part of it.
The general principles of control and the commitments made by Inox Tech in terms of communication, dissemination and training on the Model are also defined in order to ensure their effective implementation.
Infringement of any rule of the reference regulatory system may result in the application of disciplinary proceedings in compliance with the rules laid down by national collective agreements or commercial contractual clauses.
Finally, the discipline of the Supervisory Body is provided in relation to its constitution and appointment as well as in relation to the tasks and powers attributed to it, including the management of information flows and reports.
It contains the identification of the different business areas exposed to the risk of commission of the offences and the definition of the organizational and control facilities specifically identified by Inox Tech in order to counter illegal actions or, even, the mere violation of the internal regulatory system. The special part also includes, according to a thematic organization by type of crime, the indication of the expected behaviors in order to prevent illegal conduct or in any case suitable to integrate its extremes.
Inox Tech has long adopted management systems that comply with internationally recognized standards in the field of health protection and safety at work and in environmental matters, defining its Policies:
The reports constitute information – transmitted in a timely manner – of particular relevance as the contents of the same are related to deviations (real or presumed) from the principles enshrined in Model 231 such as, but not limited to:
- a) conduct in violation of the principles of conduct enshrined in Model 231;
- b) the commission of crimes or administrative offences or the performance of acts suitable for the realization of the same.
The aforementioned conduct or situations may be real or presumed as the reporting entity is not required to be fully aware of the reported events or facts, as the same may not be in such a condition as to be able to know the causes and implications of the same events or facts reported. In this circumstance, priority is given to the interest, by the body responsible for managing reports, to know the potential elements of risk for the protection and interests of the Company. It will therefore be the body responsible for managing the reports to carry out the necessary insights in order to confirm the validity or not of the report. In any case, reasonable conviction of the reported facts and good faith is required.
Inox Tech has entrusted the Supervisory Body (SB) with the task of managing the information flows deriving from the reports, carrying out the verification of merits and the necessary investigations in order to ascertain the veracity of the reported facts, the terms of responsibility and the consequent implications for the Company and the parties involved. In carrying out these tasks, the SB will be able to carry out any in-depth study deemed necessary, in the light of its autonomous initiative and is guarantor of the confidentiality of the information acquired, as well as the protection of the reporting entity and any reported subjects.
The methods of managing information flows towards the Supervisory Body as well as the identification of communication channels are periodically verified and updated by the Company and brought to the attention of all Recipients in the most appropriate ways.
In order to allow, to the Recipients of the Code of Ethics and the Model, the transmission of information flows and/or reports to the attention of the Supervisory Body of Inox Tech, the following contact details have been activated:
- e-mail delivery: firstname.lastname@example.org
- ordinary mail delivery: Organismo di Vigilanza di Inox Tech SpA
via Aldo Moro 10/E
45026, Lendinara (RO), Italy
- alternative delivery for reports: email@example.com
The protection of the Whistleblower
The Company expressly prohibits any act of retaliation or discrimination, direct or indirect, against reporting parties for reasons related, directly or indirectly, to reports.
The Supervisory Body ensures, as far as it is competent, compliance (and supervises compliance by the Company) with the provisions of Italian Law No.179/2017 on the protection of employees or collaborators who report wrongdoing in the private sector (so-known “whistleblowing law”) provides for the confidentiality of the identity of the whistleblower and the protection of the whistleblower from any form of retaliation, discrimination or penalty, or any consequences arising from the propagation of the report.
It shall also be without prejudice to the protection of the rights of persons wrongly or in bad faith accused and of the rights of workers, companies and third parties. They constitute, in fact, sanctionable conduct – consistent with the provisions of the Company’s Disciplinary System – both the violation of the measures of protection of the whistleblower and the carrying out, with malicious misconduct or gross negligence, of reports that are found to be unfounded.