1.1 The Code of Ethics for the Ceramic Sector of the Mittel Group 1.2 Interpretation and violation of the Code of Ethics
2 General guidelines 2.1 Conflict of interest 2.2 Obligations of confidentiality and privacy 2.3 Insider trading 2.4 Corruption, illicit payments and prevention of money laundering 2.5 Laws on embargo and export control 2.6 Competition
3 Boards and Employees 3.1 Work environment and equal opportunity 3.2 Harassment 3.3 Company assets
4 Customers and Suppliers 4.1 Customers 4.2 Suppliers
5 External Relationships 5.1 Public Institutions 5.2 Trade union organisations and political parties 5.3 Communication, corporate information and media relations 6 Health, safety and the environment 7 Internal System Control and Supervisory Body
1 Introduction The Mittel Group through the companies Italian Bathroom Group S.r.l (sub holding) and its operating subsidiaries Ceramica Cielo SpA, Galassia S.r.l, Disegno Ceramica S.r.l, (hereinafter referred to as “the Companies” “the Companies of the Ceramic Sector of the Mittel Group” “the Companies of the Ceramic Sector”) is active in the production and marketing of designer sanitaryware and accessories for the luxury sector in Italy and abroad.
The Companies of the Ceramic Sector, in order to safeguard the conditions of correctness and transparency in the conduct of the corporate tasks and activities, and to protect their image and the expectations of their shareholders, directors, employees and stake holders, have deemed it compliant with company policies pursued to proceed with the issue and adoption of this Code of Ethics
This Code of Ethics has been formally approved by the respective Boards of Directors of the Companies in the Ceramics Sector.
1.1 Il Code of Ethics of the Mittel Group’s Ceramic Sector The Code of Ethics defines the general principles in the management of the various activities of the Companies of the Ceramic Sector of the Mittel Group as well as the obligations and responsibilities of employees and in general of all those who directly or indirectly, permanently or temporarily, establish relations and relationships or operate in the name of and on behalf of the Companies of the Ceramic Sector. The Code of Ethics must be understood as a guideline in the daily actions of all recipients and constitutes the basis of the fiduciary relationship that binds the Companies of the Ceramic Sector, to employees and in general with all those whom they maintain, in any capacity, a relationship.
1.2 Interpretation and violations of the Code of Ethics For any questions relating to the Code of Ethics, employees and third parties are invited to contact the respective managements of the Companies of the Ceramic Sector. Any breach of the Code, or alleged breach, must be reported to the respective Supervisory Board ex d.lgs. 231/2001.
2 General guidelines The Companies of the Ceramic Sector, in the context of their activities and in the conduct of their business, must base their actions on the principles of:
Honesty & legality We operate with respect for the individual and the community; We communicate in a transparent, honest and inclusive manner; We conduct our business in compliance with the law and regulations of the countries in which we operate.
Respect & responsibility We treat others with loyalty and respect; We behave responsibly within the communities and environments in which we live and work; We are responsible for the use of the resources entrusted to us and for the recognition of a fair financial return for our shareholders; We believe that the growth and professional improvement of our employees is the key to the success of the company.
Fairness We believe that dialogue is the key element of a successful relationship within Companies, and externally with third parties; We listen to and meet the needs of our partners attentively and punctually, transforming them into common values; We respect project deadlines by following precise rules and planning an ad hoc strategy.
Integrity & Transparency The duty of transparency requires clarity: this is our responsibility that we assume with punctuality, completeness and rigour; We focus on values that are distinctive elements for each organisation without compromising the integrity of our vision; Our commitment is distinctive and effective. We develop clear synergies destined to last over time.
2.1 Conflict of interest The decisions and entrepreneurial choices made must pursue the best interest of the Companies themselves. Employees of the Companies of the Ceramic Sector, at all levels, and other recipients of the Code must avoid any situation that could prejudice the impartiality of their judgement regarding responsibility towards the company, other employees, customers and suppliers. Any employee or collaborator who deems to be in a situation of potential conflict of interest must promptly report it to their management. By way of example, it should be noted that a conflict of interest situation can arise: when an employee or a member of his or her family has an interest of a financial nature that may influence his/her judgement; when an employee or a member of his or her family derives personal gain through access to confidential information; when the employee or a member of his or her family has a personal interest, direct or indirect, in any supplier or customer of his or her company.
2.2 Obligations of confidentiality and privacy The company maintains a relationship of trust and mutual loyalty with each of its employees. The obligation of fidelity involves the prohibition to carry out activities’ contrary to the interests of the company or incompatible with one’s duties of office. Employees, at all levels, must consider compliance with the Code of Ethics as an essential part of the obligations undertaken in the context of the relationship of trust and loyalty. Information of a confidential nature, relating to data or knowledge belonging to the company, must not be acquired, used or communicated except by authorised persons: among the confidential information, “prince-sensitive” information takes on particular importance. Price sensitive information is information about facts that are not in the public domain and are suitable, if made public, to influence the price of financial instruments. This information must in no way be used to derive benefits of any kind, whether direct or indirect, immediate or future, personal or financial.
2.3 Insider trading In consideration of the fact that the securities of the parent company of the Companies in the Ceramic Sector are traded on the Electronic Market organised and managed by Borsa Italiana S.p.A., all employees must comply with the laws on the abuse of privileged information in force in the relevant jurisdiction. No recipient of the Code must use non-public information acquired as a result of his or her relationship with the Companies in the Ceramic Sector, to negotiate, directly or indirectly, shares in Mittel S.p.A. or other third-party companies or in any case to gain a personal advantage, or to favour third parties. Confidential and price-sensitive information must always be handled in compliance with the specific procedures issued by the parent company Mittel S.p.A.
2.3 Corruption, illicit payments and prevention of money laundering The Companies, their employees and other recipients of the Code undertake to act with moral integrity, honesty and fairness in all internal and external relationships. No employee must directly or indirectly accept, solicit, offer to pay sums of money or other benefits even as a result of illicit pressure. No pressure of any kind may be brought to bear on public officials, or any other party connected or associated with public officials, in any form or manner whatsoever, in any jurisdiction, including those where such activities are in practice permitted or not prosecuted. It is forbidden for employees to offer gifts, giveaways or other benefits that may constitute violations of laws or regulations, or contravene the Code, or that may constitute a detriment, even if only in terms of image, to the Companies. The Companies and their employees, as far as possible, must verify in advance the information available on commercial counterparties and suppliers in order to ascertain their respectability and the legitimacy of their business activity before establishing any kind of business relationships with them.
2.4 Laws on embargo and export control The Companies undertake to ensure that their business activities are conducted in such a way as not to violate under any circumstances the international embargo and export control laws in force in the countries in which they operate.
2.5 Competition The Companies in the Ceramic Sector recognise the importance of a free market and are committed to complying with the competition laws applicable in the relevant jurisdiction. The Companies and their employees avoid practices such as the creation of cartels, partitioning of markets, conditional agreements, which may represent a violation of competition laws.
3 Board and employees The Code must be considered an integral part of every position assigned at the company level (Board) and of the employment contract of every employee. Boards and employees of the Companies in the Ceramic Sector are required to strictly observe the provisions indicated. In particular they must: adapt their behaviour to the provisions of the Code; refrain from any conduct that may damage the image of the Companies; promptly report any violations of the Code and cooperate in any investigations carried out in relation to the report; comply with the internal procedures issued by the Companies.
3.1 Work environment and equal opportunities Employees, at all levels, must behave in such a way as to guarantee a decent working environment, where the freedom and dignity of each individual is respected. In particular: they must avoid behaviours that could create an intimidating or offensive atmosphere towards colleagues and / or subordinates; they must avoid behaviour aimed at discrediting colleagues and / or subordinates; they must not work under the influence of alcohol or drugs; they must respect the ban on smoking in the workplace. The Companies recognise equal opportunities for all employees both economically and professionally, without discrimination based on race, class, origin, religion, disability, gender, sexual orientation, trade union membership or political affiliation, marital status.
3.2 Harassment Any kind of physical and / or verbal harassment aimed at harming the dignity of the person, whether inside or outside the workplace, is prohibited. Every employee, collaborator and recipient of the Code who is in possession of information that could highlight a situation of harassment towards someone, is required to promptly report it to the Supervisory Body.
3.3 Company assets All the recipients of the Code are responsible for the protection and conservation of tangible and intangible assets and resources entrusted to them to carry out their duties. The resources entrusted must be used solely for the purpose of the office operations and in compliance with the company’s procedures
4 Customers and suppliers In relations with third parties, every relationship must be conducted and managed without resorting to unlawful conduct; every action must be based on full compliance with the law and the ethical values expressed in this document. Practices of corruption, collusive behaviour, personal favours aimed at creating an advantage for oneself or others are expressly prohibited.
4.1 Customers The Companies of the Ceramic Sector recognise the strategic importance of their customers and request that their management be based on the principles of honesty, fairness, professionalism and transparency. In negotiations with customers, the Companies must not adopt discriminatory behaviour nor make improper use of their contractual power.
4.2 Suppliers The Companies recognise the strategic importance of creating a partnership relationship with their suppliers and therefore request that their management be based on the principles of honesty, fairness, professionalism and transparency. In negotiations with suppliers, the Companies must not adopt discriminatory behaviour or make improper use of their contractual power or exert pressure of any kind on suppliers to behave unlawfully. The selection of suppliers and the determination of the purchase conditions must be carried out on the basis of an objective and transparent assessment that not only takes into account the price but also and above all the ability to provide and guarantee services on an adequate level, and the honesty and integrity of the supplier.
5 External relationships The Companies and their employees are committed to developing and maintaining socially responsible behaviour. The Companies do not employ child labour, that is, they do not employ people under the age established for starting work by the regulations of the place where the work is performed and, in any case, under the age of fifteen. The Companies also undertake not to establish business relationships with suppliers who employ child labour, as defined above.
5.1 Public institutions The undertaking of commitments with the Public Administration and with the institutions is reserved exclusively to the appointed and authorised company departments. Recipients must not promise or offer Public Officials or employees of the Public Administration or Public Institutions payments or assets to promote or favour the interests of the Companies. 5.2 Trade union organisations and political parties Any relationships between the Companies and trade unions, political parties and their representatives must be based on the highest principles of transparency and fairness. Economic contributions are allowed only if permitted by law and in any case must be expressly authorised by the corporate bodies of the Companies themselves.
5.3 Communications, corporate information and media relations Communications to the media plays an important role in creating the image of the Companies and therefore all information concerning the Companies themselves must be provided in a truthful and homogeneous manner and only by the top management and the external relations manager. All other employees, at any level, must refrain from providing non-public information about the Companies to media representatives.
6 Heath, safety and the environment The Companies are committed to protecting the health and integrity of their employees in compliance with current legislation. Every employee must not place “others” in the face of unnecessary risks that could cause damage to their health or physical safety.
7 Internal control system and Supervisory Body It is the responsibility of top management of the Companies of the Ceramic Sector to spread awareness of the importance that control procedures give to the achievement of the Companies objectives, while the responsibility for fostering an effective internal control system is common within every level of the Companies. All employees and all those who, directly or indirectly, permanently or temporarily, establish relationships and relations, or operate in the name and on behalf of the Companies of the Ceramic Sector, within the scope of functions performed and the tasks received, shall be responsible for the implementation and proper functioning of the controls inherent to the operational areas entrusted to them in line with the company procedures. Anyone who becomes aware of omissions, falsifications, or negligence of the information and of the documentation supporting the controls is required to report the facts to the Supervisory Body.