Board of directors
Board of statutory auditors
Maria Giovanna Spinelli
Giovanna Belli Franzini
Deloitte & Touche S.p.a.
Code of ethics
Since 1964 Scoprega S.p.A. has been supplying the marine and camping markets, creating value for customers through high quality products. To uphold and strengthen the integrity and transparency of the group’s business conduct in compliance with all legislative and contractual obligations, unconditional ethical behavior and observance of the general principles of good conduct outlined in the Code of Ethics must accompany all employees in their work from when they first join one of the Group’s companies. Each group company employee will receive a copy of the Code of Ethics and will be requested to sign a declaration, confirming his / her familiarity with and duty to comply with its contents in carrying out his / her job for the company. Periodically the company will ask employees to attest that they have complied with the Code of Ethics. The present Code of Ethics is issued by Scoprega S.p.A. It has been approved by those who are responsible for managing and controlling the affairs of the company, who in turn are requested to comply with the principles and rules contained herein.
1. The company and the outside world
The management and all employees are requested to collaborate to the best of their abilities to build the economic and financial growth of the company, in a way that fosters and respects eco-efficiency and social progress. Just as market competition can never be detached from respect for the environment and its ecosystems, the creation of value must always go hand in hand with respect for principles which nurture social progress in the local, regional, national and international communities where the company operates. Conducting business responsibly to contribute to the protection, health and satisfaction of all employees in the workplace is a fundamental obligation of the company, of the Group to which it belongs and of all employees.
2. Compliance with laws, rules and regulations
All employees are obliged to work in the most transparent way possible, in full compliance with laws, rules and regulations applicable to the Company wherever and whenever it does business. Employees are expected to be as aware as possible of laws, rules and regulations applicable to their particular work duties and of the responsibilities deriving from violation of such.
3. Scope of application
The rules contained in the Code of Ethics are applicable to all employees of SCOPREGA S.p.A. (hereinafter referred to as “Employees”), meaning all employees of SCOPREGA S.p.A. and its affiliates, and more precisely the companies it controls, whether directly or indirectly, pursuant to article 2359 of the Italian Civil Code. Employees must make Collaborators aware of the contents of the Code of Ethics and instruct them accordingly to comply with its contents. Employees shall require independent third parties (such as consultants, agents, suppliers, distributors and collaborators in general, hereinafter referred to as “Collaborators”), who operate in the interests of Scoprega S.p.A. for whatever purpose, to comply with the rules of the Code of Ethics. Employees must make Collaborators aware of the contents of the Code of Ethics and instruct them accordingly to comply with its contents. In the event Collaborators violate the specifications provided for under the Code of Ethics, Employees are obliged to take appropriate measures to put an end to such conduct, suspending business relations with the third party in question if necessary. In any case, the Code of Ethics Implementation Committee, if nominated, and/or company superiors, must be immediately informed of any such violations in compliance with rules falling within the scope of the Code of Ethics and beyond. Moreover, affiliate companies, i.e. those companies over which Scoprega S.p.A., or an affiliate of Scoprega S.p.A., exerts notable influence pursuant to article 2359 of the Italian Civil Code, must be encouraged to bring their business activities in line with the principles contained in the present Code of Ethics. Nevertheless, should Employees be in any doubt as to the application of the specifications provided for under the Code of Ethics, they must seek immediate advice of their superior.
4. Protection of company rights and resources
Each company department shall do its utmost to ensure it is always fully aware of company rights pertaining to its specific area of competence, whether these derive from legislation, contractual agreements or areas of public administration and it shall refrain from any conduct that might in any way damage the interests of the company. Furthermore Employees are responsible for looking after, protecting and defending the goods and resources of the company entrusted to them within the scope of their work duties. Employees shall utilize goods and resources in a way which is both proper and in compliance with the interests of the company, and shall prevent improper use of the same by others. Any situation which may be actually or potentially harmful to the rights and interests of the company must be promptly reported to a company superior so that he/she may take the necessary action to safeguard said rights and interests immediately.
5. Human Resources – Professional development and training
Employees are to be treated in strict compliance with the principles and values set forth in this section, and this must be within the context of a work environment that fosters communication and collaboration between Employees and between Employees and their superiors to the fullest extent. Achieving this requires the commitment of the company, of all superiors and all Employees. Propriety, loyalty and reciprocal respect must characterize relations between Employees at all levels. Employee dedication and professional expertise are fundamental for the company to fulfill its objectives. The company is therefore committed to developing the competence, ability and talent of each of its Employees, implementing a meritocratic policy and guaranteeing equal opportunities for all. Staff recruitment, the assignment of skill levels and career opportunities offered to company personnel are based exclusively, without discrimination, on objective evaluation of the professional and personal characteristics required to carry out a particular job and on the ability shown in performing such job. The company will contribute to training and enhancing the professional skill of its Employees, periodically offering the possibility of job swapping or shadowing activities as well as other training opportunities, to promote professional development and enable Employees to develop their individual professional skills within the company and possibly within the Group to which it belongs. Employees must aim to create a stimulating and gratifying work environment, where the potential of all employees may be nourished and sustained.
6. Equal opportunities
Discrimination pertaining to access to work, assignment of skill levels, job responsibilities and career opportunities shall not be made at any hierarchical level. Staff recruitment, employment, training and remuneration will be treated according to a principle of equal opportunities, regardless of race, religion, country of origin, physical disability, age and/or sex.
7. Business conduct General principles
When selecting independent third parties such as consultants, agents, suppliers, distributors and / or various other collaborators, Employees are expressly obliged to ascertain the reliability and integrity of such persons, also on the basis of whether they comply with the principles outlined in the present Code of Ethics. When engaging in relations with private or public entities, in the name and on behalf of the company, and with a view to pursuing company objectives, Employees are required to conduct said relations without recourse to illicit means. Corruption, illegitimate favors and collusive behavior are unacceptable and expressly forbidden.
8. Relations with public administration institutes, suppliers and customers
When commercializing company goods and services and when representing the company in relations with public administration institutes, suppliers and customers, the company requires that employees: • respect the laws and regulations in force in the country where such dealings take place; • refrain from offering gifts or presents or anything else of value to public officials, public administration employees, suppliers, customers and / or any other third parties. Employees are obliged to make sure that any declarations or certifications given to public officials are accurate and true. The management must be informed immediately of any legal action or of any other notification or warning received from public authorities. When engaging in commercial relations with customers, suppliers, trade unions or public officials, courtesy objects, such as small presents or hospitality gifts, are allowed only when the value and nature of such objects are such that they would not be construed by an impartial observer as aimed at obtaining undue advantages. Employees receiving presents or special treatment that cannot be directly related to normal courteous relations must inform their superior. When selecting independent third parties such as consultants, agents, suppliers, distributors and / or various other collaborators, employees are expressly obliged to ascertain the reliability and integrity of such persons, also on the basis of whether they comply with the principles outlined in the present Code of Ethics. Suppliers, who play a fundamental role in the end quality of products and services, must be chosen in line with internal procedures and according to economic criteria. Quotations are to be requested from companies which vary in size and nature, selected on the basis of objective criteria of evaluation which safeguard the commercial and industrial interests of the company and always with a view to creating added value. The success of the company depends above all else on its ability to satisfy the needs of its customers, guaranteeing the highest possible levels of quality, performance and reliability at all times. Employees are to contribute to this mission, identifying the needs of customers and working to fulfil their expectations, using company resources and synergies .
9. Compliance with antitrust laws
The company believes in fostering market competition and its sales policies are structured, therefore, in full compliance with all applicable antitrust law and regulations in force. Employees are obliged to keep their knowledge of the law in force up-to-date and are to ask advice of their superior before coming to any agreement or understanding that might be in violation of antitrust laws. Nevertheless, the management will ensure that employees are periodically updated on the applicable antitrust legislation in force in Italy.
10. Relations with governing bodies and public institutions
Only members of staff who are duly authorized to do so may engage in and manage relations with governing bodies and public institutions on behalf of the company, in accordance with applicable rules and procedures.
11. Relations with political organizations and Unions
Representative participation of the company in, and payment of any contribution made on behalf of the company to, associations of any kind must be routinely authorized in line with internal company procedure. In any case, such participation will only be allowed if the aims and objectives of these associations do not contrast with the economic, industrial, and ethical policies of the company.
12. Relations with media
Only Managing Directors may issue company information to the mass media in accordance with applicable procedures regulating specific situations of this kind. If employees are requested to provide information or give interviews, they must first inform the Management and be given prior authorization to do so. In any case, any data or information provided to third party outsiders must be true, transparent and complete and it must be given in such a way as to present company image and strategies in a homogenous manner, showing agreement with company policies.
13. Finance, administration and control
At all times and under all circumstances, rigorously transparent bookkeeping is a number one company priority. Consequently, employees must work in line with the strictest principles of transparency, accuracy and veracity in preparing and keeping company accounts and other administrative records.
14. Financial resources
The provision and disbursement of financial resources, as well as administration and control of the same, must always be in compliance with the authorization and approval procedures of the Managing Directors.
Any operation and transaction registered in the accounting system must comply with the appropriate supporting documentation, that must be easily available and verifiable.
16. Conflict of interests
The company shall have the maximum respect for the personal lives of its employees, also as regards other personal economical or commercial ventures, so long as such activities are not in conflict with the interests of the company and employee obligations, and in so far as they do not contrast with the rules and regulations for the prevention and repression of internal dealing. Employees are obliged to inform their superior promptly of any information that is indicative of a real or presumable potential conflict of interests. Before agreeing to perform professional tasks for third parties, employees must evaluate the situation with the Managing Director so as to ascertain whether such tasks would be incompatible with or detrimental to company interests. The use of company property for personal interests is not allowed unless such property has been expressly assigned to the employee as a company benefit.
17. Confidential information
It is expressly forbidden for employees to disclose any non-public company information, of which they have become aware, to third parties, including information on projects, acquisitions, mergers, sales strategies and more generally any information regarding the company. It is also forbidden for employees to buy, sell or carry out any other financial and commercial operations, also on behalf of others, with the aim of profiting from the same, if such are based on or prompted by the possession of confidential information or, in any case, information that has come to an Employee’s knowledge while executing his / her work duties for the company. Furthermore, any information pertaining to the company which is not already public knowledge and which could, in any case, be damaging to the interests of the company, may not be divulged outside the company by employees. All internal procedures regulating Insider Trading and Internal Dealing are to comply with these general principles.
18. Compliance with the law on privacy
Employees are obliged to handle personal data in full compliance with privacy law, and in line with the directives given to them by the staff members responsible for data handling procedures. Personal data may only be handled by authorized employees and it must be: dealt with in a licit and proper manner; collected and registered for specific, explicit and legitimate purposes and used in other handling operations in a way that is compatible with these purposes; accurate and updated; pertinent, complete and not excessive for the purposes for which it was originally collected and subsequently handled; stored in a manner which permits personal identification for no longer than is necessary for the purposes for which it was originally collected and subsequently handled. Employees authorized to handle personal data shall take all appropriate measures to prevent data from being lost or destroyed, even if by accident; to prevent unauthorized persons from accessing personal data; and to prevent irregular data handling or the handling of data in a way which contrasts with the purpose of its collection. These measures will be defined and reviewed periodically within the company.
19. Hygiene, safety and respect for the environment
The company is committed to ensuring the highest possible standards of hygiene and safety and to guaranteeing all necessary measures to prevent workplace health and safety hazards. Employees are obliged to keep their place of work safe and healthy. As far as environmental protection is concerned, the company operates in full compliance with laws, rules and regulations and it is, and always has been, fully committed to taking all necessary measures to prevent any form of pollution.
20. Employee commitment
Within the scope of their individual work duties, employees are obliged, amongst other things, to help ensure that the company: a. designs or procure its own products and conducts its business in such a way as to prevent any risk whatsoever to the health and safety of human beings, fully respecting the environment, promoting sustainable growth and, in any case, in compliance with the law in force; b. produces and sells its products and services in such a way as to ensure they are not damaging to human health or to the environment once they have been transformed, used, stored or distributed; c. fosters an active and responsible policy within the company promoting workplace hygiene and safety and respect for the environment.
Violation of the rules outlined in this Code of Ethics may lead to disciplinary action.
22. The Code of Ethics Implementation Committee
The purpose of the Committee, if nominated, is to ensure proper implementation of the Code of Ethics; the Code of Internal Dealing; the framework of principles pursuant to Italian Legislative 231/2001; and generally any other document or principle falling within the scope of Corporate Governance, as well as to verify actual observance of the same by all those who are obliged to comply with said rules and principles, whether directly or indirectly. The Code of Ethics Implementation Committee, if nominated, comprises: • the President of the Company • the CEO or the Managing Director of the Company • a high-ranking representative from outside the company, chosen on a threeyearly basis by the President of the Company. The Company President will stand as Chairman of the Code of Ethics Implementation Committee. The CEO or the Managing Director will act as the Committee Secretary.
23. Role of the Code of Ethics Implementation Committee
The Committee, if nominated, will support the Board of Directors in implementing, coordinating and verifying compliance with the general principles of this Code. It will present an annual report of its activities to the Board of Directors. These activities may include: • promoting, monitoring comprehension, and implementing the Code of Ethics and the rules of conduct pursuant to Legislative Decree 231/2001; • resolving once and for all any disputes over the interpretation of rules prescribed by this document; • proposing modifications and monitoring on an on-going basis the consistency of internal rules. Amongst other things, the committee shall ascertain whether any violation of the above-mentioned documents is taking place and propose, when and if appropriate, any consequential disciplinary and / or legal measures to be taken by the Board of Directors. In carrying out its tasks, the committee may make use of any form of collaboration within the company if it deems such to be of use in ascertaining that the principles contained in the Code of Ethics are effectively being implemented in all phases and areas of company business. The committee shall meet at least once per year, and, in any case, any time the President deems appropriate. Minutes will be taken at all committee meetings.
24. Remaining matters
Should the Code of Ethics Implementation Committee of Scoprega S.p.A. not be nominated, its tasks will be performed by the CEO / General Manager.