FOREWORD – ABOUT US
The Lifestyle DESIGN Group formerly Poltrona Frau Group (hereinafter, the “Group”) – a federation of independent companies operating in the design sector in various territories of the world belonging to the international Haworth Inc. group – is a world leader in the high-end furniture sector with brands of absolute importance such as, by way of example: Poltrona Frau®, Cassina®, Cappellini®, Luxury Living®, Ceccotti Collezioni®.[1]
Focusing on diversity and at the same time on the complementarity of the different brands has always been the strength of the Group, which today operates in more than 75 countries around the world and has more than 1,800 employees.
A multicultural Group in continuous expansion and evolution, strong of different and complementary entrepreneurial profiles that have contributed to tracing the success of Italian design in the world.
Industrial and productive synergies, innovation, sustainability and experimentation in the awareness of a multifaceted and constantly evolving housing reality, characterize the Group’s activity that has always been oriented towards the protection of mutual respect, for the benefit of the parties involved and inspired by an analogous ideal of ethical conduct.
1. MISSION
This Code of Ethics (hereafter also the “Code”) is an official document drawn up in order to define and express the fundamental ethical values and principles that the Group adheres to when conducting its business and corporate activities. In this perspective, the Member Code of Conduct of Haworth Inc., annex sub. “Annex A”, is an integral and substantial part of this Code of Ethics.
The recipients of the Code of Ethics are the corporate bodies of each Group company and their members, employees, workers, even temporary, consultants and collaborators in any capacity, attorneys and any other person who may act in the name and on behalf of each Group company (hereinafter, also “Recipients” and, individually, “Recipient”).
The Code of Ethics, considered as a whole and together with the Organization and Management Model including its annexes, the latter only if adopted by the individual Group company, and all the specific procedures approved by each Group company, must be considered an integral part of the employment contracts in place and to be stipulated, pursuant to art. 2104 of the Italian Civil Code.
The violation of the provisions contained in the Code of Ethics will therefore constitute an offense of a disciplinary nature and, as such, will be prosecuted and sanctioned by each Group company pursuant to and for the purposes of art. 7 of Law 300/1970 and may result in compensation for damage caused to companies.
As for collaborators, consultants and self-employed workers who lend their activities in favor of companies and other third parties, adherence to the principles set out in the Code of Ethics represents a cd. sine qua non condition for the conclusion of contracts of any kind between companies and such subjects; the provisions thus signed or, in any case, approved, even for conclusive facts, constitute an integral part of the contracts themselves.
Due to the above, any violations by third parties of specific provisions contained in the Code of Ethics, based on their seriousness, may legitimize the withdrawal by each Group company from the contractual relationships in place with these subjects and can also be identified ex ante as causes of automatic termination of the contract pursuant to art. 1456 of the Italian Civil Code.
Recipients are required to learn the contents and to respect the precepts of this Code of Ethics.
The administrative bodies of each Group company, in setting the company’s objectives, undertake to be inspired by the principles contained in the Code of Ethics.
The top management of each Group company is responsible for the effective adoption and implementation of the Code and the dissemination of the same inside and outside the company.
The employees of each Group company, in addition to the compliance in themselves due to the regulations in force and the provisions of collective bargaining, undertake to adapt the methods of performance of the work activity to the purposes and provisions provided for by the Code of Ethics; this, both in intra-company relations, as well as in relations with subjects external to the Companies and, in particular, with Public Administrations and other Public Authorities.
Compliance with the Code of Ethics is monitored by the supervisory and control bodies, through continuous verification and specific in-depth analysis. Where appointed, the Supervisory Body is the body responsible in Italy for monitoring compliance with the Code of Ethics.
The corporate bodies and their members, employees, consultants and coordinated and continuous collaborators, agents, attorneys and third parties acting on behalf of each Company, are required to provide maximum collaboration in favoring the performance of the functions of the Supervisory Body.
In the event of violations of the Code of Ethics, each Company adopts disciplinary measures against those responsible for the violations themselves, consistent with the provisions of the current regulatory framework and employment contracts, which may go as far as the removal from the Company of the persons responsible, in addition to compensation for any damages derived from the violations themselves.
Failure to comply with the rules of the Code of Ethics by members of the corporate bodies may result in the adoption, by the competent corporate bodies, of the most appropriate measures provided for and permitted by law.
Violations of the rules of the Code of Ethics by employees constitute a breach of the obligations deriving from an employment relationship, with every contractual and legal consequence, also with reference to the relevance of the same as a disciplinary offense.
Violations committed by suppliers, external collaborators and, in general, third parties, will be punishable in accordance with the provisions of the relevant contractual assignments, except for more significant violations of the law. Each Company will in any case do everything necessary and permitted in order to protect itself and distance itself from such behavior.
The Code of Ethics is brought to the attention of the corporate bodies and their members, employees, consultants and coordinated and continuous collaborators, agents, attorneys and any other third party who may act on behalf of each Company.
Any application doubts related to the Code of Ethics must be promptly submitted and discussed with the Supervisory Body, where appointed, and / or with the supervisory bodies appointed for this purpose or with the legal department.
Each employee who has news of alleged unlawful conduct is required to communicate the information in his possession regarding such conduct to his superiors, or to the Supervisory Body where appointed and / or to the Human Resources Manager of each Group company.
Anyone who becomes aware of violations of the principles of the Code of Ethics or other events likely to alter their value and effectiveness, is required to promptly report them to the Supervisory Body, where appointed, or to the supervisory bodies responsible for this purpose or to the legal department.
In the event that even one of the provisions of the Code of Ethics should conflict with provisions provided for in internal regulations or procedures, the Code of Ethics will prevail over any of these provisions.
Any modification and/or integration to the Code of Ethics must be made in the same way as for its initial approval.
2. OUR VALUES
This Code of Ethics is part of a more general project aimed at attributing an ethical identity to the Group, explaining the values that the Group wants to respect in all the behaviors put in place by its members.
The Group therefore intends to strongly affirm that fairness and lawfulness in work and business constitute and will always constitute an essential value of the Group itself.
In particular, the Group bases its activities on the following values, which are considered priorities:
3. OUR PRINCIPLES
GENERAL PRINCIPLES OF THE GROUP
PRINCIPLE 1: Each Group company bases its activities on the principles and values contained in this Code of Ethics.
PRINCIPLE 2: Each Group Company has as its essential principle the respect of the laws and regulations in force in all the countries in which it operates.
The corporate bodies and employees of each Group Company are required to comply with the laws and regulations in force in the countries in which it operates.
Each Group company requires a similar commitment from consultants, coordinated and continuous collaborators, agents, attorneys and third parties acting, for any reason, on behalf of the company.
PRINCIPLE 3: Each Group Company has as its essential principle the respect of the deontological provisions to which it has formally adhered.
In carrying out their respective tasks, the corporate bodies and employees of each Group Company are required to comply with the ethical provisions to which the Group has formally adhered.
The Group requires a similar commitment from consultants, coordinated and ongoing collaborators, agents, attorneys and third parties acting, for any reason, on behalf of each Group Company.
PRINCIPLE 4: The Group recognizes the centrality of human resources in the belief that the main success factor of every company is the professional contribution of the people who work there, in a framework of loyalty and mutual trust.
In the selection, recruitment and career advancement phase of personnel, each Group Company carries out evaluations exclusively on the basis of the correspondence between expected and required profiles and transparent and verifiable merit considerations.
The recruitment of candidates takes place in full compliance with current legislation, including all the preliminary checks necessary to prevent the phenomena of so called pantouflage and requests when hiring foreign workers.
PRINCIPLE 5: Each Group Company has an organization aimed at ensuring sound and prudent management, risk containment and capital stability, regularly checking and evaluating the adequacy and effectiveness of the requirements of the applicable legislation and promptly adopting appropriate measures in order to remedy any shortcomings.
The corporate bodies and employees of each Company must comply with the company’s policies and operating procedures.
Each Group Company bases its corporate governance on the following principles:
PRINCIPLE 6: The Group requires that each Company adopt clear and formalized rules that guarantee the division between actors, responsibilities and authorization levels as well as the traceability of the process for the assignment of tasks to consultants and collaborators, the procurement of goods and services, the making of payments. Intra-group transactions are carried out under market conditions and governed by principles of transparency and traceability.
PRINCIPLE 7: The Group requires that each Company adopt clear and formalized rules for the management of the freebie management process, guaranteeing traceability, segregation of duty and definition of precise spending limits.
PRINCIPLE 8: The corporate bodies and employees of each Company have the obligation to promote the application and dissemination of the principles contained in this document and to sensitize third parties who come into contact with each Company to respect these values.
PRINCIPLES AIMED AT THE PREVENTION OF CRIMES AGAINST THE PUBLIC ADMINISTRATION, AGAINST THE ASSETS OF THE PUBLIC ADMINISTRATION AND AGAINST THE ADMINISTRATION OF JUSTICE
PRINCIPLE 9: Each Company, its bodies, employees, consultants and collaborators, agents, attorneys and in general third parties acting on its behalf in relations with the Public Administration, Italian or foreign, must respect the principles of impartiality and good performance to which the Public Administration is bound.
PRINCIPLE 10: The Group prohibits any conduct aimed at unlawfully influencing the outcome of criminal proceedings. The Group also prohibits any conduct, by anyone, on behalf of each Company, consisting in promising or offering directly or indirectly money or other benefits to Italian or foreign Public Officials and/or Public Service Officers, from which an undue or unlawful interest or advantage may result for the Company.
The aforementioned behaviors are not allowed both if held directly by the Companies, their bodies or their employees, and if carried out through persons acting on behalf of the Companies themselves: consultants, coordinated and continuous collaborators, agents, attorneys and third parties.
PRINCIPLE 11: The persons appointed by each Company to follow any request or relationship with the Italian and / or foreign Public Administration, must not for any reason try to improperly influence the decisions of Public Officials or Public Service Officers.
PRINCIPLE 12: The Group prohibits the allocation to purposes other than those for which they were granted, contributions, grants or funding obtained from the State or other public body or from the European Union, even if of modest value and / or amount.
PRINCIPLE 13: The Group prohibits any conduct aimed at obtaining, from the State, the European Union or other public body, any type of contribution, financing, subsidized loan or other disbursement of the same type, by means of altered or falsified declarations and/or documents, or by means of omitted information or, more generally, by means of artifices or deceptions, including those carried out by means of a computer or telematic system, aimed at misleading the provider.
PRINCIPLES AIMED AT THE PREVENTION OF COMPUTER CRIMES
PRINCIPLE 14: The Group prohibits any conduct aimed at altering the functioning of a computer or telematic system or in access without right to data, information or programs contained therein, aimed at procuring the Company an unfair profit to the detriment of the State.
PRINCIPLE 15: The Group also prohibits any possible conduct aimed at: accessing, without being authorized, computer or telematic systems; the possession and abusive dissemination of access codes or programs aimed at damaging computer or telematic systems; intercept or install equipment to intercept, prevent or unlawfully interrupt computer or telematic communications; damage to information, data and computer programs, as well as computer or telematic systems. To this end, each Company activates all the methods of preventive and subsequent control necessary in order to prevent such behavior.
PRINCIPLES AIMED AT THE PREVENTION OF CRIMES OF ORGANIZED CRIME
PRINCIPLE 16: The Group considers public policy to be a fundamental interest of the company in which it operates. The Group therefore condemns the establishment of any relationship with subjects whose behavior is not based on principles of verified legality and ethics. To this end, each Company activates all the methods of preventive and subsequent control necessary in order to prevent the establishment and / or maintenance of such relationships.
PRINCIPLES AIMED AT THE PREVENTION OF CORPORATE CRIME AND CORRUPTION BETWEEN PRIVATE INDIVIDUALS
PRINCIPLE 17: The Group expressly prohibits any conduct, by anyone, aimed at altering the correctness and truthfulness of the data and information contained in the financial statements, reports or other corporate communications required by law.
PRINCIPLE 18: The Group requires each Company to require that directors, function managers and employees behave correctly and transparently in the performance of their duties, especially in relation to any request made by shareholders, the Board of Statutory Auditors, other corporate bodies and the auditing firm in the exercise of their respective institutional functions. The Directors are also required to declare the presence of any interest in the transactions in which the company is involved.
PRINCIPLE 19: It is forbidden to carry out any behavior on the part of the Directors of each Company aimed at causing an injury to the integrity of the company’s assets. The Directors must not carry out any type of corporate transaction aimed at causing damage to creditors.
PRINCIPLE 20: It is forbidden to carry out any act, simulated or fraudulent, aimed at influencing the will of the members of the shareholders’ meeting to obtain the irregular formation of a majority and / or for a resolution different from that which would have been taken.
PRINCIPLE 21: It is forbidden to spread false news both inside and outside each Group Company, concerning the Company itself, its employees, collaborators and third parties who work for it.
PRINCIPLE 22: It is forbidden to hinder in any way the functions of the public supervisory authorities that come into contact with each Group Company due to their institutional functions.
PRINCIPLE 23: The Group prohibits any conduct, by anyone, consisting in promising or offering directly or indirectly money or other benefits to private parties in order to obtain an undue or illicit interest or advantage. The aforementioned behaviors are not permitted either if held directly by the Company, its Bodies or its employees, or if carried out through persons acting on behalf of the Company itself: consultants, collaborators, agents, attorneys and third parties.
PRINCIPLES AIMED AT THE PREVENTION OF CRIMES WITH THE PURPOSE OF TERRORISM AND SUBVERSION OF THE DEMOCRATIC ORDER
PRINCIPLE 24: The Group recognizes the centrality of the State and prohibits any form of use of its resources for the financing (even indirect) and the performance of any activity intended to achieve terrorist objectives or subversion of the democratic order, and adopts the most appropriate control and supervisory measures in order to prevent any possible behavior aimed at the commission of such crimes.
It is also expressly forbidden for each Recipient, wherever operating or located, to get involved, even indirectly, in any practice or other action suitable for integrating terrorist conduct or subversion of the law. In case of doubt or if a situation appears equivocal, each Recipient is called to contact his head of function or the Supervisory Body.
Within the framework of current legislation, each Group Company adopts the most appropriate control and supervisory measures in order to prevent activities that may complement or even facilitate, even indirectly, the commission of any crime of terrorism and subversion of the democratic order.
PRINCIPLES AIMED AT THE PREVENTION OF CRIMES AGAINST THE PERSON
PRINCIPLE 25: The Group considers individual freedom to be an essential value. Within the framework of current legislation, the Group strongly condemns any conduct that may in any way integrate the types of crime against the person. To this end, each Company adopts the most appropriate control and supervisory measures and also requires compliance with the regulations, the internal provisions imparted and the ethical principles adopted.
PRINCIPLES AIMED AT THE PREVENTION OF CRIMES RELATING TO THE PROTECTION OF HEALTH AND SAFETY AT WORK AND THE PROTECTION OF THE ENVIRONMENT
PRINCIPLE 26: The Group considers worker safety to be a fundamental principle and strives to ensure that it is always guaranteed at all the different stages of the process. Within the framework of current legislation, each Company therefore adopts all the necessary measures to protect the physical and moral integrity of its workers.
In particular, each Company undertakes to ensure that:
In pursuit of the above purposes, each Company allocates organizational, instrumental and economic resources with the aim of ensuring full compliance with current accident prevention legislation and the continuous improvement of the health and safety of workers in the workplace and the related prevention measures.
Employees, each within their own competence, are required to ensure full compliance with the law, the principles of this Code of Ethics and company procedures and any other internal provision provided to ensure the protection of safety, health and hygiene in the workplace.
PRINCIPLE 27: The Group directs its choices in order to ensure the greatest possible compatibility between economic initiative and environmental needs, not limiting itself to simple compliance with current legislation, but with a view to sustainable synergy with the territory, natural elements and workers’ health; the Company, therefore, undertakes to comply with the legislation relating to the protection of the environment and to encourage the Recipients to reduce the production of waste and to use recycled and / or recyclable materials in all cases where this is possible
PRINCIPLES AIMED AT THE PREVENTION OF ILLICIT RECEIVING STOLEN GOODS, MONEY LAUNDERING, USE OF MONEY, GOODS OR UTILITIES OF ILLICIT ORIGIN
PRINCIPLE 28: The Group condemns the commission of any type of crime against property understood in the broadest sense of the term. Each Company, therefore, prohibits any behavior, both of the subjects who play a top and subordinate role, which can even indirectly facilitate the realization of criminal cases such as receiving stolen goods, money laundering or the use of money, goods or other utilities of illicit origin. To this end, the Company activates all the methods of preventive and subsequent control necessary for the purpose.
PRINCIPLES FOR THE PREVENTION OF TRANSNATIONAL OFFENCES
PRINCIPLE 29: The Group condemns any conduct aimed at committing transnational crimes. Each Company prohibits any conduct that may, even indirectly, facilitate the realization of criminal cases, having a national or transnational character, such as criminal association and, among these, also that aimed at the illicit trafficking of narcotic or psychotropic substances, obstruction of justice, smuggling of migrants, etc. To this end, each Company activates all the methods of preventive and subsequent control necessary for the purpose.
PRINCIPLES AIMED AT THE PREVENTION OF CRIMES AGAINST INDUSTRY AND COMMERCE, CRIMES RELATING TO COPYRIGHT INFRINGEMENT AND CRIMES OF FALSEHOOD IN INSTRUMENTS OR SIGNS OF RECOGNITION
PRINCIPLE 30: The Group safeguards industrial and intellectual property rights, including copyrights, patents, trademarks and recognition marks, following the policies and procedures provided for their protection and also respecting the intellectual property of others.The unauthorized reproduction of software, documentation or other copyrighted materials is therefore contrary to the Group’s policies. In particular, each Company complies with the restrictions specified in the license agreements relating to the production/distribution of third-party products, or those entered into with its software suppliers, and prohibits the use or reproduction of software or documentation outside of what is permitted by each of these license agreements.
The Group prohibits any conduct aimed at causing the loss, theft, unauthorized dissemination or improper use of its own or others’ industrial and intellectual property or of confidential information. To this end, each Company activates all the methods of preventive and subsequent control necessary for the purpose, ensuring compliance with the legislation on copyright, as well as on the protection of signs of recognition, such as trademarks and patents.
PRINCIPLE 31: The Group recognizes that “Made in Italy” is a great opportunity for the development of Italian companies, a strong point to be implemented and protected.
PRINCIPLE 32: The Group condemns any conduct carried out for the purpose of unlawfully seizing trade secrets, supplier lists and other information relating to the economic activity of third parties.
PRINCIPLE 33: The Group considers the protection of the proper functioning of the economic system a key principle of its activity and condemns those behaviors that prevent or disturb the free exercise and normal conduct of industry and commerce by discouraging competition also in order to acquire positions of pre-eminence or monopoly. Each Company therefore inspires its conduct towards competitors to the principles of loyalty and fairness and, consequently, stigmatizes and disapproves of any behavior that may constitute an impediment or disturbance to the exercise of a company or trade or that may in any case be aimed at the commission of crimes against industry and commerce.
PRINCIPLES FOR THE PREVENTION OF TAX OFFENCES
PRINCIPLE 34: The Group considers it a fundamental principle to ensure conditions of fairness and transparency in the conduct of business and business activities and prohibits any conduct aimed at evading income or value added taxes.
The Group therefore prohibits:
PRINCIPLES FOR THE PREVENTION OF SMUGGLING OFFENCES
PRINCIPLE 35: All activities and operations carried out within the Group must be based on compliance with the laws in force, as well as the principles of fairness and transparency, in order to prevent the commission of smuggling crimes.
It is therefore prohibited to introduce, transport, hold or export goods in violation of applicable customs law requirements, prohibitions and limitations.
[1] As of 11/15/2021, the following brands are part of the Lifestyle DESIGN perimeter and are therefore, in the last instance, directly or indirectly controlled by Haworth Inc.: Poltrona Frau, Cappellini®, Cassina®, Janus et Cie®, Luminaire®, Ceccotti Collezioni®, Karakter®, Dzine®, Luxury Living®
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