CODE OF ETHICS
Erregame S.p.A. knows that through its own business efforts, through its own accountability and good character, it can contribute to the process of developing Italy's economy. This company believes in the value of work. It believes lawfulness, fairness, and transparency of action to be essential in the pursuit of its economic, production, and corporate objectives. Company conducts its business in compliance with applicable law, and the standards and rules of behaviour established in this Code of Ethics. In terms of the company’s anti-bribery policy, the terms are in part based on the guidelines set forth in the UK’s 2010 Bribery Act.
The Code of Ethics is a statement of Company values, along with Company's rights, duties, and responsibilities towards all those who interact with Company in the pursuit of its corporate purpose. The Code sets forth the general principles to which Erregame S.p.A. activities must adhere. They represent standards and rules of conduct that must guide the behaviours and the activities of those working within the Company, whether as directors, external associates and agents, as they conduct corporate activities, independent of any specific statutory or regulatory requirement.
This Code translates the foundations of a shared culture within Erregame S.p.A., which work in concert to ensure the good reputation, reliability, and quality of this Company, both internally, and with its economic counterparts. Erregame S.p.A. believes that business ethics are a predicate for business success.
The Code of Ethics comes as part of Company’s compliance with Legislative Decree no. 231/2001. It sets forth the general principles of management, oversight, and control for company organisational models to follow.
Erregame S.p.A. pledges to make all recipients, whether inside or outside the Company, aware of the Code of Ethics. To that end, it will enact a series of communication channels, ensure proper staff training, and raise awareness on Code-of-Ethics issues on an ongoing basis. Company further agrees to ensure that the content of the Code of Ethics become fully implemented and applied as part of Company operations.
All those working in, or for, Erregame S.p.A., without making distinctions or exceptions, agree to comply, and to have others comply, with these standards, within the scope of their respective roles and responsibilities. The conviction that one is acting in the Company’s interest shall never serve to justify behaviours which violate these principles.
An essential component of each fruitful interaction with Erregame S.p.A. comes therefore from recipients’ total compliance with the standards and provisions set forth herein.
Recipients of the Code of Ethics
The instant Code applies to Erregame S.p.A. and constitutes an integral part
of its Organisational, Management, and Control Model, which the Company has decided to implement to govern internal decision-making processes.
Recipients of the Code include: directors, agents, and all natural and/or legal persons acting in a representative, management, or leadership capacity within Company or any organisational unit thereof, as well as all parties who assert either official or de facto control and management over Company, and all those whose efforts are in the service of Company goals;
all Company Bodies and their members, tasked with supervision and control; Company employees and associates, as well as all those who, whether directly or indirectly, whether permanently or temporarily, have an employment or other working relationship with Company;
any consultant, supplier, third party, or anyone performing activities in the name of, and on behalf of Erregame S.p.A., or under the aegis of the same.
Company undertakes to disseminate the instant Code to all interested parties, and to generate those instruments which promote the application and updating of the same, in order to guarantee that the Code evolve with the changing sentiments of civil society, environmental conditions, and the law.
Contractual Value of the Code of Ethics
The instant Code of Ethics constitutes an integral part of the employment relationship established with Erregame S.p.A. Adherence to the Code shall be an essential duty of all Company employees. Any violation of the Code’s rules may constitute breach of the primary obligations of one's job, or a disciplinary infraction, and all attendant legal consequences thereof, and may even lead to claims for damages arising from the breach. For any non-employee recipients, Code compliance constitutes an essential precursor to starting or continuing their professional relationship / collaboration with Company.
Lawfulness, honesty, fairness.
Erregame S.p.A. operates in compliance with all applicable laws and regulations in all countries where it maintains operations, as well professional ethics, internal rules and regulations, all of which are applied in a fitting and loyal manner. The pursuit of one's own legitimate interests can never serve to justify behaviour which runs counter to the principles of lawfulness, fairness, and honesty. Relations with all Company stakeholders are geared towards collaboration, loyalty, and mutual respect. Company promotes a law-abiding culture and conducts itself in a way to ensure that its staff are made aware of their responsibilities, any risks specific to the company, and the general principles of behaviour. Company stakeholders and associates, in carrying out actions which might be traced to Erregame S.p.A., must behave in an ethical manner in any business dealings for the benefit of Company,
regardless of the competitiveness of the market, or the importance of the deal in question. Bribery, currying favour, collusion, solicitation (whether direct and/or through an intermediary), seeking personal and professional advantage, whether for themselves or for another, shall be prohibited.
All Erregame S.p.A. activities must be carried out with diligence and professional care, in a spirit of mutual respect and collaboration. Each company associate and stakeholder must act in a professional manner, commensurate with their assigned responsibilities, and act in a way to safeguard Company prestige and reputation.
Erregame S.p.A. plies its efforts in the service of its clientèle. For this reason, it orients its research, development, and sales efforts in the pursuit of heightened standards of product/service quality. To that end, Company provides opportunities, including through training programme, for its employees’ professional development.
Transparency of Business Operations and Information.
Every Erregame S.p.A. business transaction shall be lawful, authorised, reasonable, documented, and verifiable, in accordance with standards of the transparency and tracking of company's management and decision-making model.
All Code recipients shall be required to provide complete, transparent, straight-forward, understandable, accurate information, so that those interacting with the company will be able to make independent decisions, aware of the interests involved, all potential alternatives, and any significant consequences of the same.
Internal procedures must allow for all necessary controls.
Company guarantees creditors, associates, and employees be supplied accurate information in respect of any material facts regarding company management and accounting.
Company censures any transaction to alter data or corporate disclosures mandated by law.
To wit, reporting as against the Public Administration, aimed at securing grants, disbursements, concessions, authorisations, or enrolments shall be truthful, accurate, and transparent, and shall be produced and disclosed pursuant to company organisational procedures, and the related authorisation protocols.
Erregame S.p.A. warrants that it adopts procedures intended to ensure the security of
data in its possession, compliance with personal-data regulations, and restraint from seeking confidential data through illegal means, except insofar as expressly and knowingly authorised, and to the extent permitted by applicable law. Each Erregame S.p.A. associate, both during and after their work engagement with the company, shall keep all information concerning the Company to which it had access as part of his or her job duties or position strictly confidential. Confidential information may only be used for institutional purposes, and moreover to avoid causing any economic or dignitary harm to the data subject. Employee, associate, job-candidate, supplier, and customer privacy shall be safeguarded in accordance with applicable law. Measures to provide such protection shall include operational standards specifying the information received, and the processing and retention methods for the same. Investigations into a person’s ideas, preferences, proclivities, and private life shall be strictly prohibited. Information pulled from court databases, information on a person’s health and nutrition, shall be considered “sensitive information” and shall be subject to even higher safeguards. Personal data shall be processed in accordance with Legislative Decree no. 196/2003, as well as applicable European regulations.
Respect for Human Dignity; Equal Opportunity
Company operations shall respect the fundamental rights of each person and ensure equal opportunity.
Erregame S.p.A. knows that its human resources are the key to its success. Therefore, it pledges to protect the physical safety, dignity, and culture of all persons, as well as their ability to interact serenely with others. Company warrants a safe and salubrious workplace, with working conditions respectful of human dignity. Company pledges to execute labour contracts which comply with applicable law. Company further undertakes, with respect to any material decision, to eschew any discrimination based on age, sex, sexual orientation, health status, colour, ethic origin or race, disability, physical appearance, socio-economic status, nationality, political creed, or religion.
Ethics regarding Conflicts of Interests.
Conflicts of interests, in terms of the parties to any business transaction involving the company, must be avoided.
Compliance with Workplace Safety and Security.
Erregame S.p.A. recognises that protecting occupational safety and health to be of paramount importance. The appointment of health and safety directors shall be predicated on professionalism and experience. Such persons shall be selected, whether from within the company or through outsourcing, in such a way to ensure the highest degree of care and quality in the performance of their duties. Company management shall comply with stringent environmental safety and
energy-efficiency standards, working to continually improve occupational safety and health, and environmental protection.
Erregame S.p.A. pledges to ensure fair competition, eschewing any deal-making which violates applicable law. Company understands that ethical, fair competition constitutes an essential element for its development. For these reasons, Company pledges scrupulous compliance with applicable laws, and agrees to provide all necessary cooperation to the public authorities in that respect. Consequently, any violation of professional ethics, bribery, collusion, predatory behaviour, abuse of a dominant position, exploitation of economic dependence, or other behaviour intended to disrupt a fair and balanced market shall be strictly prohibited. Company does not approve of any interaction with the competition which runs the risk of such behaviour. Thus, the governing body must be consulted in advance of any proposals which implicate cooperation with the competition. Furthermore, in any interaction with competing companies, Company staff must, without exception, avoid discussing pricing, or other purchasing terms and conditions applied by Company, along with costs, production scheduling, sales policies, or other proprietary or confidential information the disclosure of which is not strictly germane or pertinent to the negotiation at hand.
Any agreements with competitors may violate antitrust provisions. Therefore, the advice of Company’s legal representative must always be sought in advance.
CODE OF CONDUCT
Transparency, fairness, and punctuality shall inform any interactions with the media. Erregame S.p.A. shall handle all media relations in accordance with the standards set forth any specific engagement of parties/functions to which such duties have been assigned. Media relations shall be handled effectively and consistently.
Duly designated company functions shall be responsible for any interactions between Erregame S.p.A. and the mass media. Such interactions must follow Company media policy, using established methods of communication. Should any Company employee receive a request for a Company interview/statement from any member of the press, such employee shall promptly alert the Director. Erregame S.p.A. shall, by the same token, be judicious in their use of social media for personal and professional purposes. Employees are requested to avoid any reference to their relationship to Company when using a social-media platform for personal reasons.
Erregame S.p.A.'s employees are a fundamental component of Company’s success. Erregame S.p.A. fosters the wellbeing of its human resources
in order to maintain and develop the talent of each person. The goal is for individual skills and legitimate aspirations to be realised in the pursuit of company objectives. Company pledges equal employment opportunities to all equally qualified and performing employees, without discrimination. All employees shall be subject to a lawful labour contract. “Under the table” or other unreported arrangements shall not be tolerated. Job candidates shall be vetted based on Company's specific needs and job descriptions, in compliance with standards of non-discrimination and equal opportunity, in accordance with procedures approved through the implementation of the Organisational Model. At the final phase of the job application, Company shall ask applicants to fill out an affidavit and consent form, as well as to provide all supporting information and documents in order to verify the applicant's ability to perform the duties of the job to which they are applying. Discrimination in any form, whether based on union affiliation, political creed, religion, race, ethnicity, language, nationality, sex, age, economic status, or health status, shall be prohibited. All aspects of the work relationship
– including recruitment, hiring, training, promotion, compensation, benefits, transfers, termination, and leave – shall be handled by supervisors without any distinction in terms of race, colour, religion, sex, age, sexual orientation, ethnic or national origin, or disability. Any decision taken with respect to the management and professional development of human resources, including with respect to assigning different roles or duties, shall be based on documented merit, skill, and professionalism. In terms of the proper chain of command, requesting any performance, personal favour, or any behaviour constituting a breach of the instant Code, as an act due to one's superior, shall be deemed abuse of position. Human resources shall be deployed in such a way that their development and growth is fostered. To that end, Company warrants the physical and moral wellbeing of all employees and associates, providing working conditions which respect human dignity, and which comply with environmental regulations. Erregame S.p.A., moreover, shall protect the privacy of its employees as required under applicable law, and agrees to refrain from disclosing or disseminating, except insofar as required by law, their personal data without the data subject's consent.
Employees shall abide by the following rules:
any situation or activity running counter to the proper discharge of one's duties, or which might give rise to a conflict of interest with Company, or which might interfere with one's ability to make unbiased decisions in Company's best interests, shall be avoided;
each employee must respect and properly care for Erregame S.p.A. property, and avoid any fraudulent or improper use of the same. The use of Company assets by employees shall be solely in the service of Company business, or for any purposes authorised by the designated Company function; each employee shall act in compliance with the provisions of company security policies in order to avoid compromising the operation and security of any IT or non-IT system;
any act which runs counter to the proper discharge of one's duties, and which might infringe upon Company interests, reputation, and image, shall be prohibited. Each employee shall contribute to a workplace environment in which all colleagues feel
accepted, and are supported in the pursuit of their own goals. The provisions under the immediately preceding points shall extend to Erregame S.p.A.’s outsourced associates as well.
Company’s interactions with its associates shall be based on professionalism, and support in terms of legal compliance, organisation, logistics, strategy, finance, and accounting.
Company demands that its outsourcers comply with standards similar to those to which it holds itself. Each outsourcer must be advised of the existence of the Code of Ethics, and the duties arising from the same. Company applies objective standards of quality and price-competitiveness in vetting suppliers of goods and services. Such vetting takes place through official channels, in a transparent manner.
These, for Erregame S.p.A., are the vetting standards: professionalism and experience; duly documented availability of resources, including financial means, organised infrastructure, capacity, and production resources, know-how, etc.; implemented quality, security, and environmental compatibility systems.
Recipients of the Code of Ethics shall be expressly prohibited from granting or receiving any payment or other benefit to carry out an official act, or an act contrary to the duties of their office; to give or receive (whether directly or indirectly, in whatever form) gifts, gratuities, hospitality, unless of de minimus value such that business integrity is not thereby compromised; submitting to, or exercising, any undue pressure in decision-making and/or performing activities relating to one's job duties. Any Company stakeholder or associate receiving a gratuity or other benefit which cannot be attributed to common courtesy shall endeavour to reject such gratuity or benefit, and report the incident to their superior.
For each supplier, Erregame S.p.A. shall ensure compliance with the tenets of equal opportunity, fairness, and impartiality. Company shall utilise suppliers who operate in accordance with applicable law, and the rules contemplated in the instant Code. Associates and employees, each within their respective span of authority, shall engage suppliers in accordance with applicable law, internal rules and regulations, and compliance with the standards hereunder. No professional supplier meeting the requested criteria shall be excluded from bidding on a contract. The choice of a supplier shall be predicated on objective assessment criteria and completed in the manner stated. Pursuant to the instant Code of Ethics, the same principles applied to customer relations with customers shall apply to those with trade relations with Erregame
S.p.A. Company policy in terms of purchasing goods and services shall be to
ensure effective and efficient procurement processes and product control through streamlined measures aimed at securing the greatest competitive advantage to Company (seeking the best quality for the price with each supplier). Erregame S.p.A. shall ensure, for each purchase transaction, fair competition and the utmost transparency in choosing suppliers of goods and services, through the creation of an Approved Suppliers List. To wit, inclusion on the Approved Supplier List, and the vetting criteria for the same in terms of awarding contracts is predicated on objective, transparent assessments with respect to quality, price, service-delivery and product-delivery protocols, as well as the availability of the proper organisational resources and facilities, in accordance with company procedures.
Any conduct on the part of a supplier which gives the appearance of breaching such standards shall be reported promptly by any employee or associate to his/her supervisor.
Pursuant to the instant Code of Ethics, Erregame S.p.A. conducts its business operations with a view towards the utmost quality, striving for complete customer satisfaction. Company's principal goal is to establish customer relationships founded on fairness, transparency, and efficiency. Customer interactions are based on mutual compliance with ethical principles. Company monitors operations to ensure that negotiations and interactions with customers are focussed on the utmost legal compliance, fairness, and diligence, as required under applicable law. Erregame S.p.A. warrants the confidentiality, security, and protection of information in its possession, and refrains from disclosing any economic or other data involving customers, except insofar as required by law. To wit, all implicated employees and associates must adhere to company protocols with respect to managing information security. In interactions with the clientèle, all associates must avoid situations in which a conflicts of interest might arise, and to refrain from taking personal advantage of business affairs which became known to them in the course of performing their official duties.
Consultant Relationships – Professional Engagements.
In choosing its consultants, Erregame S.p.A. acts in an impartial and non-discriminatory manner, with vetting criteria based on merit, skill, and professionalism, and following procedures established especially for such purposes, pursuant to the tenets of transparency, fairness, and cost-effectiveness. To wit, all fees and any amounts payable under any professional engagement shall be properly documented, and commensurate with the services provided, in terms of the fair market value of analogous professional services.
Interactions with the Public Administration.
Interactions between members of Erregame S.p.A.'s corporate bodies, employees, and associates with entities of the Public Administration, whether foreign or domestic, must always be conducted in a
lawful, loyal, fair, transparent, and cooperative manner. Behaviour of any kind which might be deemed collusive, or which might compromise the standards expressed in the instant Code, shall be prohibited. Currying favour, exerting influence, meddling, or any attempt thereof for the purpose of conditioning, whether directly or indirectly, the outcome of the relationship shall be prohibited. Moreover, Company censures any act of bribery or solicitation of bribery as against entities of the Public Administration, whether committed directly by company leadership, or indirectly by parties acting on behalf of Company, whether in Italy or abroad. Therefore, in conducting its business, any action as against, or on behalf, of any third party which might infringe upon the impartiality, and independent judgement of the Public Administration shall be prohibited. To that end, through specific procedures, Company takes all necessary steps to combat bribery and other conduct, including self-dealing, which might generate the risk that such crime be committed. Therefore, Company poses an absolute restriction on members of the corporate bodies, whether directly or indirectly (through a third party), to make or promise to any civil servant or other employee of the (foreign or domestic) Public Administration (whether directly or indirectly) money or other benefits, or to behave in a way which conflicts with the provisions of the instant Code of Ethics, and/or which might be misinterpreted as a promise or tender of payments, assets, gifts, or other benefits of various kinds, for the purpose of unduly promoting or facilitating Company interests. Gifts of symbolic or de minimus value, attributable to customer relations or common courtesy, shall be permitted, insofar as ethical rules, and local customs of the individual country where Company has operations would allow. Each gratuity or gift must be memorialised in writing, along with a statement on the identity of the beneficiary authorised by the proper Company department, and duly recorded. Some types of gifts may never be tendered or accepted. Submitting to any type of pressure or persuasion by a public official or similar party, which is intended to engender a state of psychological subjugation in the individual to induce them to act in accordance with such public official's wishes shall be strictly prohibited. The undertaking any obligation with the Public Administration or Institutions shall be strictly reserved to the designated functions, and be authorised pursuant to the Organisational Model, of which the instant Code of Ethics is an integral part. Any employee receiving, whether directly or indirectly, an offer of benefit by a public official, government contractor providing a public service, or any other civil servant or employee of the Public Administration or other Public Institution, shall immediately suspend any interactions with the same, and report the matter to the Legal Representative for the Italian office, the Sole Director, and the Supervisory Body. Recipients of the instant code shall not evade the foregoing rules through the use of different forms of assistance.
Interactions with the Courts.
Upon request, Erregame S.p.A. shall interact with the Court system and the bodies of the same to whom the exercise of their respective functions has been delegated, even when such functions implicate Company, its leadership, employees, or associates.
Conflicts of Interests.
Pursuant to applicable standards, “conflict of interest” shall mean any situation, opportunity, or relationship which might actually or theoretically involve a personal interest, or the interest of a related or affiliated person or organisation, which might compromise one’s impartiality. A potential conflict of interest arises when an employee finds himself or herself in a situation that might ripen into an actual conflict. All Company employees/associates are required to avoid all situations and activities in which a conflict with respect to Erregame S.p.A.'s interests might arise, or which might otherwise interfere with their capacity to make unbiased decisions in Company's best interest and pursuant to the rules set forth in this Code. Moreover, such person must refrain from exploiting any alienation of company assets or any business deal (which became known to such employee in the course of his/her duties) for personal gain.
Any situation which might constitute or give rise to a conflict of interest shall be promptly reported by each associate or employee to their superior or company point-of-contact, or to the SB. Should the superior have any concern regarding the situation disclosed by the employee, they must refer the question to their superior in the chain of command. Potential conflicts of interest must be reported so that such superiors might continue to monitor the situation to ensure that no actual conflict arises. Moreover, all Erregame S.p.A. employees and associates shall avoid all conflicts of interests between their personal/familial economic activities, and the duties they perform for their employer or client. Company shall keep a "conflicts log” which records details on all actual or potential conflicts of interests reported by its employees, and the steps taken in respect of the same. Those superiors must make sure that any actual or potential conflict of interest is disclosed to the person responsible for maintaining the conflicts register.
Safety and Health.
Erregame S.p.A. undertakes to provide a work environment which conforms to applicable health and safety regulations, fostering responsible behaviour, and preserving (through monitoring) the assessment and management of risks relating to the professional operations, and the safety and health, of all employees and associates. Company pledges to protect the physical and psychological wellbeing of its associates, provide working conditions which respect human dignity, and a safe and salubrious workplace, in full compliance with applicable occupational health and safety regulations, including at any temporary or mobile work location. Company conducts its activities under those technical, organisational, and economic conditions such that sufficient accident prevention, and a safe work environment, is ensured. All employees and associates shall scrupulously comply with the rules and duties arising from occupational safety and health standards, and environmental regulations, and with all internal rules and regulations in that regard. Employees/associates, within the scope of their job duties, shall take part in risk-prevention, environmental-safety, and occupational-safety-and-health activities, for themselves, and for the protection of their colleagues and any third party. Erregame S.p.A. further undertakes to safeguard the psycho-social wellbeing of their employees/associates, protecting them from psychological violence, the creation of a hostile work environment, and shall combat
discrimination in all forms, along with any other personally harmful act. Being under the influence of alcohol, mood-altering or psychotropic drugs whilst on the job or in the workplace shall be deemed a wilful assumption of the risk that compromises the workplace environment which Company, as described supra, wishes to create. Specific restrictions shall further be made against possessing, consuming, offering, or distributing any intoxicant or substance having similar effects, for any reason, and smoking
in the workplace. Erregame S.p.A., in designating any smoking areas, shall be mindful of those who might suffer from second-hand smoke in the workplace, and those who have requested to be protected from the same.
Use of Company Property.
Everyone shall be charged with the care and safekeeping of company assets, whether tangible or intangible, which are used in the course of their job duties. No employee may make improper use of, or allow another to improperly use, any Erregame S.p.A. asset or resource. All associates/employees shall be under a duty to promptly advise the proper office of any damage to any company property. Theft or other fraud by any employee shall constitute just cause for termination. Company property shall include intellectual property, corporate opportunities, and funds which belong to Company. Intellectual property shall include patents, copyrights, trademarks, the use of company names/brands, and design rights.
Use of Bills, Currency, and Tax-Revenue stamps.
Company, sensitive to the need to ensure accuracy and transparency as it conducts its business, demands that all recipients comply with applicable laws regarding the use and circulation of bills, currency, and tax-revenue stamps; therefore, Company shall severely punish any behaviour which has the intent to improperly use or counterfeit any credit card, tax-revenue stamp, coins, or bills. Public grants and loans. Misleading the State or another public entity or the European Union using artifice or subterfuge, to secure an unjust profit to Company, or harm to another, shall be absolutely prohibited. Unjust profit may be direct or indirect, and shall include grants, loans, or other disbursements howsoever named, granted by the State, a public entity, or the European Union. The following shall likewise be strictly prohibited: using or tendering false or non-genuine statements or documents, or
which omit required information, to secure grants, loans, or other disbursements howsoever named, granted by the State, a public entity, or the European Union.
route grants, loans, or other disbursements, howsoever named, granted by the State, a public entity, or the European Union, to a project other than the funded project, or public-interest activity, for which they were awarded.
Erregame S.p.A. shall not fund any political party, nor any representative or candidate thereof, whether directly or indirectly, in Italy or abroad. Anyone in senior management, and every employee, associate, and agent, agrees that any type of involvement in politics shall be personal in nature, take place during one's free time, at one’s own expense, and pursuant to applicable law.
Internal Control System.
Erregame S.p.A. intends to raise awareness regarding the existence and the utility of internal controls, to foster a mentality geared toward the exercise of such controls. “Controls” shall mean those tools which are necessary or convenient to steer, manage, and audit corporate operations, with the goal of ensuring compliance with all laws and company procedures, to protect company goods, to efficiently manage operations, and to supply accurate and complete accounting data. Responsibility for creating and guaranteeing an effective internal control system falls on everyone's shoulders, at every level of the organisational structure. Therefore, all executives and employees, within the scope of their functions, shall be responsible for the creation, and thereafter the proper functioning, of the control system. Erregame S.p.A.’s Supervisory Body shall have free access to data, documentation, and information useful for conducting auditing operations, insofar as permitted by applicable privacy regulations.
Transparency of Accounting Operations.
All activities and actions conducted and carried out by recipients of the instant Code, within the scope of their respective duties, must be subject to audit. Accounting transparency is predicated on truthfulness, accuracy, completeness, clarity, and reliability of the documentation of the underlying economic substance of a transaction, and all related accounting entries. Each recipient shall be required to cooperate in order to ensure that all transactions are accurately and timely entered into the appropriate ledger. Suitable supporting documentation shall be retained for each transaction, in order to facilitate the accounting thereof, identifying the various levels of responsibility, and to be able to accurately reconstruct the transaction. Each entry shall precisely reflect what appears in the supporting documentation. Recipients who come across any omission, falsification, alteration, or oversight with respect to disclosures, or in any supporting documentation, shall be required to report them to their
direct supervisor or to the Supervisory Body. Erregame S.p.A. shall have unfettered discretion in ensuring accounting transparency.
Financial resources shall be managed in a manner conforming to specific approval and authorisation procedures. Employees and associates shall be required to behave in a transparent manner as against the party tasked with accounting audits, as well as the statutory auditor, and to provide such person the utmost cooperation in their auditing and control activities. The governing body shall refrain from any act or omission which might impede any control on the part of a statutory auditor or shareholder. Share capital and any statutory reserves must be kept at required levels. Pursuant to applicable money laundering and terrorism laws, Erregame S.p.A., shall take care to prevent the use of its economic-financial system for money laundering or terrorist financing (or the financing of any other criminal activity) on the part of its own executives, employees, or counterparts with whom it carries on business.
Company shall then, using all due care, verify all information on its trading partners, its own associates and consultants, in order to determine their character and creditworthiness prior to entering into any business relationship with the same. Company shall also take care to verify that such business counterpart does not present even the potential for receiving, laundering, or using ill-gotten money or other gains.
Familiarity with the provisions of the instant Code of Ethics, and all internal or external rules and regulations applicable to the performance of their job duties, shall be incumbent upon all Erregame S.p.A. employees and associates. All employees and associates shall furthermore expressly undertake the duties arising from the instant Code, either upon hiring, upon initial dissemination of this Code, or upon any significant amendment to the same.
To wit, employees and associates shall be under a duty to: refrain from behaviour which conflicts with the provisions of the Code of Ethics; report to their supervisors, company point-of-contact, or Supervisory Body, any concerns relating to the application of the same; promptly report (preferably not anonymously) to one's supervisor, company point-of-contact, or Supervisory Body, any item of information (whether directly perceived or relayed by others) regarding a potential breach, and any solicitation they have received to breach its provisions; work with the designated functions to investigate potential violations; properly advise any third party with whom they come into contact regarding the Code's existence, and the duties imposed by the same upon external parties; demand compliance with the duties which directly implicate their activities; take all reasonable steps within the organisation (and, if falling within one's span of control, outside the organisation) should any third party fail to comply with the rules of the Code.
A Supervisory Body is hereby formed (pursuant to the Protocol annexed to the Model) at Erregame
S.p.A. It shall be tasked with, inter alia, the following elements of Code implementation: application of the Code on the part of interested parties; providing periodic reports to the Sole Director on its findings, reporting any Code violations; receiving and analysing reports on Code violations; expressing an opinion regarding any proposal to revise internal procedures, in terms of Code compliance.
Communication and Training
The Code must be brought to the attention of all interested parties both within and outside the organisation through appropriate communication efforts. Company management shall be charged with actual implementation of the Code, and disseminating it both within and without the Company. Erregame S.p.A., in order to ensure proper understanding of the Code, shall from time to time provide communication and training opportunities in order to promote familiarity with the ethical principles and rules set forth in the Code.
Breaches of the Code of Ethics; Penalties.
Recipients of the instant Code of Ethics shall be required to promptly advise the Supervisory Body when they become aware of any breach (actual or potential) of the instant Code.
Company, in order to facilitate any reports or communications by any company stakeholder or external associate, has set up a specific email address for the Supervisory Body (firstname.lastname@example.org). Moreover, Company undertakes, whether independently or with the assistance of the Supervisory Body, to ensure that whistleblowers not be subject to retaliation, discrimination, or penalties in any form; it shall therefore ensure sufficient confidentiality for such whistleblowers (unless any statutory or other legal duty requires otherwise).
Reports shall be verified using secure, internal channels. Company's pledge to confidentially, promptly, and fairly conduct all whistleblower reports shall permit an effective internal resolution of the same. For any confirmed breach of the Code of Ethics (compliance of which is an essential part of the contractual duties assumed by Erregame S.p.A. employees and/or associates and/or parties providing services in whatever capacity for the benefit of Erregame S.p.A.), as the safeguarding of company interests require, and to the extent permitted by applicable law, Company shall mete out disciplinary sanctions commensurate with the severity of the conduct or behaviour or the damage caused. For any employee, Company undertakes to mete out sanctions only so far as permitted under the procedures established in Art. 7 of the Workers’ Statute.
Approval of, and Amendments to, the Code of Ethics.
The instant Code of Ethics shall be approved pursuant to a resolution passed by Erregame S.p.A.’s governing body, together with the approval and implementation of an Organisational, Management, and Control Model under Legislative Decree no. 231 of 2001.
The Sole Director shall likewise be responsible for any future amendment to the same, which amendment shall require a specific resolution.
1 The Bribery Act is a law of the United Kingdom through which bribery in both the private and public sectors is punished. The law expressly contemplates that anyone doing business in the UK, regardless of the location of their headquarters, shall be subject to the Bribery Act.