Corporate Governance

Privacy policy

Code of ethics

PRELIMINARY PROVISIONS

1. INSPIRING PRINCIPLES OF THE CODE OF ETHICS
1.1 Since 1948, Toscotec S.p.A. (hereinafter "Toscotec" or "Company") has been specializing in the design and construction of machinery for the paper industry for the most important producers worldwide, taking on the role of leader on the international market. Know how, respect for people and the environment, research to identify the best solutions and anticipate market needs are the basis of the company's activity, with the aim of maximum production efficiency, sustainability and excellence of the final product.

1.2 The heritage of reputation, professionality and excellence built and consolidated over the years is therefore a fundamental asset for the Company, which must be respected, protected and valued at all levels. With this in mind, Toscotec has decided to formalize in this document, named the "Code of Ethics of Toscotec S.p.A." (hereinafter "Code") the principles to be observed in any activity carried out in favour of the Company.

1.3 The Code summarizes the duties and responsibilities towards all stakeholders , (by way of example and not limited to: shareholders, directors, employees, collaborators, customers, suppliers, business partners, public administration, etc.) and outlines the principles that must be observed in the activities carried out in favour of the Company.

1.4 The Code reflects the belief that the achievement of the Company's objectives must be accompanied by the respect for values such as respect for laws, principles of honesty, integrity, good faith, fairness, transparency, efficiency and fair competition, collaboration and professional enhancement in compliance with gender equality.. The Code therefore represents the document through which Toscotec displays its system of values and rules of conduct and clarifies its ethical and social responsibilities towards the various internal and external stakeholders.

2. ADDRESSEES OF THE CODE OF ETHICS
The recipients (hereinafter "Recipients") of the Code are, according to their respective competences, functions and responsibilities:

  • - members of the Company's Board of Directors;
  • - company employees;
  • - collaborators, consultants, customers, suppliers and in general any person who has contractual or other relations whatsoever with the Company.

3. EFFECTIVENESS OF THE CODE OF ETHICS
3.1 The Code is an integral part of the Organizational Model pursuant to Law 231/01 of Toscotec (hereinafter, the "Model").

3.2 The Code must be considered an integral part of the employment contracts of the employees and of the contractual relationships with all who carry out their activity in favour of the Company. The principles contained in the Code enter into the content of diligence and loyalty due in carrying out working activity pursuant to Italian Civil Code Sections 2104 and 2105.

3.3 All Recipients undertake to act in accordance with the content of the Code. Any violations of the rules of conduct of the Code by employees of the Company may lead to the application of disciplinary sanctions in accordance with relevant law provisions and with the applicable collective agreement; any violations of the rules of conduct of the Code by third parties can be a reason for termination of the contract, as also provided for in the Toscotec Model (General Part, Chapter 5 - Disciplinary System).

3.4 All Recipients are required to promptly report any violations, non-compliance or requests for violation of the Code by anyone, to their manager or to the Supervisory Body (hereinafter "SB") established pursuant to art. 6 of Legislative Decree 231/01, according to the indications reported in the Model (General Part, Par. 4.3, 4.4.).

4. RELATIONAL PRINCIPLES
4.1 The Recipients recognize and respect the personal dignity and personality rights of any individual and protect their physical, moral and cultural integrity, guaranteeing equal opportunities.

4.2 Discrimination, harassment or offense of any kind are not tolerated. Discriminatory behaviour based on religious or political opinions, gender, race, nationality, age or health is not allowed.

5. INTEGRITY AND COMPLIANCE WITH LAW
5.1 As part of their functions and responsibilities, the Recipients are required to diligently acquire the necessary knowledge of applicable laws related to their functions and to respect them, both nationally and in any foreign legal system in which they are operating.

5.2 The Recipients must in all circumstances behave with integrity and refrain from committing any violation of laws. Should doubts arise in this regard, the Recipients are required to consult their manager.

6. TRANSPARENCY AND TRACEABILITY
6.1 The principle of transparency is based on the truthfulness, clarity and completeness of the data and information and implies that every activity within the scope of the assigned tasks is legitimate, authorized, coherent, proper, documented and verifiable.

6.2 Each operation and transaction must be duly authorized, as well as promptly and correctly recorded in corporate accounting systems, according to the criteria indicated by law and applicable accounting principles. To this end, each operation must be matched by adequate and complete documentary support that allows to carry out checks on the operation itself and on the person who authorized, carried out, registered and verified it. The Recipients are required to keep and make available the supporting documentation in relation to each operation or transaction carried out.

6.3 It is expressly forbidden to carry out operations that can in any way manipulate or alter the correctness of the company accounting or the correctness of any operation or transaction carried out, as well as to make false or misleading statements relating to the company accounting towards third parties, with particular reference to auditors, public authorities, customers, suppliers.

7. EFFICIENCY
The Recipients, according to their respective skills, functions and responsibilities, are required to carry out their work according to the most advanced standards of each sector and activity profile, while ensuring the maximum cost-effectiveness of the resources used.

8. FAIR COMPETITION
Toscotec is aware that free competition represents a fundamental factor for growth and undertakes to operate according to principles of fairness, fair competition and transparency towards all operators on the market. It is expressly forbidden any behaviour contrary to professional correctness, collusive or consisting in abuse of position or in any case aimed at altering the competitive balance of the market.

9. PROTECTION OF THE QUALITY, REPUTATION AND EFFICIENCY OF THE COMPANY ORGANIZATION
9.1 Quality, efficiency of Company organization and reputation of the Company constitute a priceless asset and depend on the behaviour of each Recipient, who is therefore required with his/her conduct to contribute actively to safeguarding of such asset and, in particular, the reputation of the Company, both inside and outside workplace.

9.2 The Recipients are required to make sure of the moral integrity and reputation of third parties with whom they enter into relations, including their corporate bodies and undertake to ensure the utmost attention in tracking the sources of money.

SECTION III
INTERNAL RELATIONS

10. HUMAN RESOURCES
10.1 Human resources are for Toscotec the fundamental factor for development and growth of the Company, which protects and promotes professional growth in order to develop the company's knowledge assets. The management and development of human resources are based on merit, competence and professionality.

10.2 The Company defines roles, responsibilities, proxies and availability of information in such a way as to allow each person to take the decisions that are up to him/her. Authority is exercised fairly and with correctness, avoiding any form of abuse.

10.3 The persons in charge of the various units or corporate functions are responsible for the staff subject to their direction, coordination or control. They must behave in an exemplary way, giving employees trust, responsibility and freedom of action, taking into account their personal and professional attitudes and experiences. They must also ensure that the staff observes the Code and Company procedures and do not commit violations.

10.4 In the context of selection of personnel, collaborators or consultants, an accurate choice of candidates must be made on the basis of their professionality and experience, proportionally to the relevance of the tasks to be performed and in compliance with the principles of merit, competence, professionality, impartiality and gender equality.

11. HEALTH, SAFETY AND ENVIRONMENT
11.1 The health and safety of employees and the collectivity and respect for the environment are fundamental values and principles for the Company. The Recipients, each within their own competences, functions and responsibilities, must actively take part in their safeguard.

11.2 Each Recipient is required to comply with Toscotec's policy in this regard, aimed at achieving the following goals:

  • building a healthy and safe working environment, promoting actions and behaviours aimed at eliminating the risk of diseases and accidents on the job;
  • reduce the consumption of natural resources and energy and minimize the environmental impact, through a constant improvement of production efficiency processes in a sustainability framework.

11.3 In order to achieve such goals, the Recipients must constantly make sure that:

  • all applicable legal provisions and company procedures are strictly observed (in particular, Company’s environmental management system procedures - );
  • active units are put in place consisting of specialized personnel and systems aimed at guaranteeing the best possible result in terms of health, safety and environmental protection;
  • a widespread culture of responsibility regarding the protection of health, safety and the environment is guaranteed at all company levels through information, training, correct use of machinery and protective devices and their constant supervision;
  • the products, the production process and the technology used do not in any case constitute a risk for health, safety and environment;
  • adequate procedures and resources are guaranteed to deal with and limit the impact of any type of accident or emergency;
  • know-how on the protection of health, safety and the environment is consolidated,in order to identify the best solutions supporting the continuous improvement process in this area and their constant control by management and employees aimed to create and share a safety culture for the purpose of prevention;
  • the control and evaluation of company processes to safeguard health, safety and environmental impact is periodically guaranteed, in order to encourage their constant improvement.

12. USE OF COMPANY ASSETS AND EQUIPMENT
12.1 The Recipients are responsible for the conservation of the assets and the equipment entrusted to them. They are required to operate with due care and diligence to protect such Company's assets, through responsible behaviour and in accordance with the relevant instructions and they have the duty to promptly inform the structures in charge of any malfunctions or harmful events.

12.2 All Company’s assets are to be used exclusively for work purposes. Except for specific authorizations, their use by third parties or their assignment to third parties, even if temporary, is prohibited. It is also forbidden to subtract, remove or eliminate company-owned assets without specific authorization.

12.3 Recipients are required:

  • to avoid any misuse of Company’s assets and equipment that could cause damage or reduced efficiency or in any case events in conflict with the Company’s interest;
  • to operate, as far as possible, in order to reduce the risk of theft, damage or other threats to Company’s assets and equipment.

12.4 The Recipients use IT resources assigned to them exclusively for the performance of their activity, in full compliance with the applicable laws regarding use of informatic systems and Company policies on the matter. It is expressly forbidden to install unlicensed software on the Company's computers or to use or share copyrighted material without the owner's authorization.

13. CONFIDENTIALITY, PRIVILEGED INFORMATION AND PRIVACY
13.1 All information relating to the Company acquired while working is confidential and cannot be used or in any way disclosed without specific authorization. The Recipients are therefore required, even while not working, not to disclose in any way the confidential information that they came to know even accidentally while working and to use it for purposes exclusively related to their functions. The Recipients must also pay the utmost attention in this regard in correspondence and conversations, mostly in public places.

13.2 Any information relating to Company activity that is not in public domain and that, if disclosed, would be suitable for influencing the price of goods or financial instruments, constitutes privileged information. . It is expressly forbidden to profit from privileged information obtained while working.

13.3 When it enters into relationships with press and mass media, Toscotec ensures that the information disclosed is truthful, transparent and consistent with Company’s policies. To this end, relations with press and mass media (such as participation in conferences or other events), are managed only by the competent Company functions or with their prior authorization.

13.4 The Company guarantees compliance with applicable laws about personal data processing in compliance with the principles of lawfulness, correctness, transparency, purpose limitation, accuracy and minimization of data and conservation, integrity and confidentiality, as required by art. 5 of EU Regulation 679/2016.

14. CONFLICTS OF INTEREST
14.1 Recipients have a duty of loyalty to the Company and are required to avoid any situation that constitutes or could even potentially constitute a conflict between individual interest ( whichalso include that of relatives or partners) and that of the Company.

14.2 Any situation potentially suitable for generating a conflict of interest or otherwise affecting the ability to make decisions in the best interest of the Company must be communicated to the competent manager and makes it mandatory to refrain from any behaviour related to such situation, unless expressly authorized by the Company.

14.3 Recipients (even indirectly through relatives or partners), are not allowed to take on corporate offices or carry out any kind of work in favour of companies with which Toscotec maintains business relationships or is in competition, nor to take on direct or indirect shareholdings of customers, suppliers or competitors or to accept preferential personal treatments by them. Should doubts arise in this regard, the Recipients are required to consult their manager or the SB.

SECTION IV
EXTERNAL RELATIONS

15. RELATIONS WITH CUSTOMERS AND SUPPLIERS
15.1 The Company bases its relations with customers and suppliers on principles of correctness, professionality, efficiency, seriousness and reliability.
In this regard, Recipients are obliged to:

  • always operate in the best interest of the Company;
  • provide, with efficiency, courtesy and timeliness, high quality professional services that meet the client's reasonable expectations and needs;
  • provide, where necessary and in the terms set forth by Company’s policies and procedures, accurate and exhaustive information about the Company's products, so that the customer can take informed decisions;
  • always maintain due professional behaviour in relations with customers and suppliers.

15.2 It is expressly forbidden to put in place actions aimed at generating undue advantages or pressures towards third parties with whom the Company has any kind of relationship.

It is expressly forbidden to promise or give money or other benefits to any third party to perform or omit acts in violation of loyalty obligations towards his own employer.

15.3 Suppliers' offers must be subjected to a fair and impartial verification and the selection criteria must be documented, based on objectivity and transparency and in any case in the best interest of the Company. In any relationship regarding bids or goods and services supplies to the Company, no personal interest must be pursued nor the suppliers can be unfairly favoured or obstructed. In particular, the Recipients are not allowed to place orders from which they could receive undue advantages.

15.4 In awarding orders or professional assignments, selection criteria based on the principles of economy, transparency and fairness will be adopted, also assessing the moral and deontological integrity of those involved. In this regard, the Recipients cannot accept any form of compensation, gift or preferential treatment.

16. RELATIONS WITH PUBLIC ADMINISTRATION AND JUDICIAL AUTHORITY
16.1 Relationships of any nature with public administration or public officials are exclusive competence of the corporate functions in charge of this duty or to those duly authorized.

16.2 The Recipients undertake to comply with any request coming from public administration, public institutions or supervisory authorities by providing the widest collaboration in this regard and avoiding any obstructionist behaviour.

16.3 In relations with public administration, institutional bodies or public supervisory authorities, the utmost attention must be paid so that no requests containing untruthful declarations are filed in order to obtain public funds, allowances, authorizations, licenses or any other administrative measure.

16.4 In relations with Judicial Authorities the Company undertakes to provide maximum collaboration, to make truthful statements of the facts, refraining from any conduct that could hinder justice purposes, in accordance with the principles of loyalty, fairness and transparency.

The Recipients involved in legal proceedings must provide effective collaboration and make truthful, transparent and representative statements of the facts. It is explicitly forbidden to:

  • carry out any activity that may favour or damage one of the parties involved in judicial proceedings;
  • condition in any form and in any way those that must give evidence to the Judicial Authority in order not to make statements or to make untrue statements;
  • promise or offer money, gifts or other benefits to who is involved in legal proceedings.

17. OFFERS AND BENEFITS TO THIRD PARTIES AND RECIPIENTS
17.1 It is expressly forbidden to offer or grant to third parties, directly or indirectly, any benefit in any form (money or other utilities) in view of favorable treatment, undue benefits or any other different purpose. Gifts, commercial courtesy or hospitality to third parties are allowed only when they fall within the usual commercial and courtesy practices, are of modest value and in any case such as to not generate in the recipient the feeling that they are aimed at obtaining undue advantages. Should doubts arise in this regard, the Recipients are required to consult their manager or the SB.

17.2 It is forbidden to take advantage of one's job position to claim, accept or obtain benefits of any kind. It is expressly forbidden to accept money or other utilities from third parties, except for the unsolicited acceptance of modest value gifts and in any case such as not to generate in a third party the feeling that they are aimed at acquiring undue advantages. In presence of gifts or any preferential treatment not falling in normal commercial courtesy, the Recipients are required to consult their manager or the SB.

17.3 Toscotec considers with favour and provides support to social and cultural initiatives also through contributions to entities whose activities are directed to humanitarian purposes or are of high cultural value. Donations are not permitted to individuals or for-profit entities or to organizations whose purposes are in conflict with the Code or with the fundamental principles which inspire the Company's activity.

SECTION V
IMPLEMENTING PROVISIONS

18.1 The Code is adopted through the specific approval of the administrative body.

18.2 Toscotec ensures the application of the Code through its circulation to all Recipients. In particular, all Toscotec employees must confirm in writing to have received the Code and that they are aware of the provisions contained therein and to accept them. The Code is also available on the Company's website. As far as third parties are concerned, the Company inserts in contracts specific clauses aimed at knowing the Code’s contents and observing its provisions.

18.3 The Company ensures the circulation and awareness of the Code, its uniform interpretation and implementation, its periodic updating in the event of changements in law or in Company’s organization.

Anti-corruption policy of Toscotec s.P.A.

1. PURPOSE OF THIS DOCUMENT
"Toscotec S.p.A.", being aware of the negative effects of corrupt practices on economic and social development, undertakes to prevent and contrast the occurrence of offenses in the performance of its activities.
This document, hereinafter "Policy", aims to provide a reference regarding the prohibition of corrupt practices for "Toscotec S.p.A." with the aim of increasing the recipients’ awareness of the regulations and behaviours that must be observed.

2. FIELD OF APPLICATION
This Policy, issued by "Toscotec S.p.A.", is intended for all its managers and employees, collaborators and third parties in business relationships with the Company.
Compliance with the Policy is mandatory for all Recipients. If the local legislation is more restrictive than this Policy, the local provisions must be adopted and their violation will also constitute a violation of the Policy. 
This Policy must also be made available to external interested parties to inform them of the anti-corruption principles followed by "Toscotec S.p.A.".

3. GENERAL PRINCIPLES
The principles described in this Policy are a clear commitment on the part of "Toscotec S.p.A." in favour of integrity and sustainability in doing business.
All Recipients in general are prohibited from receiving, claiming, paying and offering, directly or indirectly, compensation of any kind, gifts, economic benefits or other profits from, or to, a private public entity and/or the entity that they directly or indirectly represent that:

  • (a) Exceed a modest value and the limits of reasonable courtesy practice;
  • (b) Are likely to be interpreted as aimed at unduly influencing the relationships between the Company and the aforementioned person and/or the entity directly or indirectly represented by it, regardless of the purpose, even exclusive, of pursuing the interest or advantage of the company.

Facilitation payments, i.e. unofficial low value payments made for the purpose of speeding up, promoting or ensuring the carrying out of a routine activity or in any case foreseen within the duties of public or private subjects with which the company’s companies relate, are also not allowed.
The use of funds or personal means for the purpose of circumventing the application of this Policy is prohibited.

4. RISKS RELATED TO THE RECRUITMENT OF STAFF
Activities related to the human resources office, such as the offer of work or internship, promotions and training are often judged as elements of value, and therefore giving, offering or promising such activities in order to obtain or unduly maintain an economic advantage, constitutes corruption.

"Toscotec S.p.A." condemns any type of activity contrary to professional ethics, which violates the principles of objectivity, competence, professionalism and equal opportunity, regardless of whether it falls within the official definition of corruption.

In order to avoid the risk of being perceived as corrupt acts, all HR practices, including, but not limited to, full-time and non-full-time job offers, internship offers, both paid and unpaid, training or professional growth activities, promotions or job changes, salary increases, will be made exclusively on the basis of merit and, when applicable, through a competitive process. 

5. CHARITY CONTRIBUTIONS, SPONSORSHIPS
The company is committed to being a responsible member of the communities in which it operates and to supporting people in difficulty also by sponsoring various events, initiatives and organizations.

In no case will charitable contributions, sponsorships or donations be used to conceal bribery. All charitable activities and donations are made in good faith, and are not aimed at securing business or benefits.

By their nature, sponsorship operations can have the purpose of securing an economic advantage in a transparent and legitimate way.
 

6.  GIFTS AND COMPANY HOSPITALITY
"Toscotec S.p.A." recognizes that offering corporate gifts and hospitality for the purpose of expressing esteem, appreciation or gratitude represents a normal and legitimate aspect of business relationships.
However, in cases where the value or nature of a gift or hospitality may be considered disproportionate or unreasonable in relation to the circumstances, such gifts or hospitality may be considered as an exercise of undue influence on the recipient, with the risk that this practice will be perceived as corruptive.
Therefore, in order to avoid the risk of being perceived as active or passive subjects of corruption, the company applies the following principles:

  • gifts and corporate hospitality must have the exclusive purpose of promoting, maintaining and strengthening the business relationship as a whole, or of expressing appreciation;
  • gifts or hospitality cannot be offered or received when they can be interpreted as the imposition of an obligation or an undue influence on the recipient;
  • cash gifts or cash equivalents are prohibited;
  • any corporate gifts or hospitality must comply with the laws and regulations of both the country of the offeror (host, inviting party) and the country of the recipient  (guest);
  • it is strictly forbidden for employees to ask for gifts or corporate hospitality from third parties, and to accept them, if there is the possibility that this conflicts with their duties.

7. REPORTING
If an employee, a commercial partner or supplier suspects a violation of this Policy, they can report it by letter to the address:
Toscotec S.p.A. - Human Resources / Anti-corruption Policy Office - Viale Europa n ° 317, Marlia 55012 (LU)
To the subjects, who in good faith have reported an alleged violation, the office will act in order to guarantee against any type of retaliation and the confidentiality of the identity of the reporting person will also be ensured.
 

Policy on human rights of Toscotec s.P.A.

1. TOSCOTEC'S COMMITMENT
"Toscotec S.p.A." is aware that any economic and business activity can generate potential positive and negative impacts with respect to human rights.

The Company operates in accordance with the "Universal Declaration of Human Rights", which states that "every individual and every organ of society, including companies, must try to promote respect for human rights and freedoms through teaching and education, and ensure its effective and universal recognition and compliance, through the progressive adoption of measures at national and international level ".

This Policy expresses the commitments and responsibilities towards all Human Rights and promotes compliance with these Rights in the context of its business relationships and adherence to the same standards by contractors, suppliers and commercial partners, giving particular attention to high-risk or conflict-affected contexts.

2. BASIC PRINCIPLES
2.1 Refusal of forced or compulsory labour and child labour
"Toscotec S.p.A." refuses the use of any type of forced or compulsory labour and does not confiscate money or identity documents at the beginning of the employment relationship in order to keep the worker against his will.

The use of child labour is not allowed, as defined by the reference "ILO Conventions". No child under the minimum age indicated by local law, and in any case not under the age of 15, may be employed in work activities.

The company undertakes to assess the risks to identify and evaluate the influence of its activities and its products/services on human rights in accordance with the provisions of the guiding principles on business and human rights in implementation of the United Nations Framework of Reference called "Protect, Respect and Remedy".

2.2 Respect for people and diversity
No form of physical or verbal harassment or discrimination of race, language, religion, social status, nationality, political opinion, sexual orientation or gender will be tolerated.

"Toscotec S.p.A." respects diversity and the right to equal opportunities by encouraging the promotion of ethical behaviour in the workplace.

The Company therefore rejects any other distinction, exclusion or preference that has the effect of denying or altering equal opportunities and equal treatment with respect to employment or occupation.

2.3 Health and safety protection
"Toscotec S.p.A." is committed to ensuring high standards of protection of health and safety in the workplace, ensuring all our employees a healthy and safe workplace in compliance with safety and health laws.

"Toscotec S.p.A." involves its employees through information and training activities for a constant improvement of the health and safety status of the workplace with the aim of minimizing the risks of injuries and accidents in the workplace.

2.4 Freedom of association and collective bargaining
"Toscotec S.p.A." recognizes the right of its workers to have adequate representation and the freedom of employees to set up or take part in organizations aimed at defending and promoting their interests, without fear of retaliation or intimidation. Employees who act as representatives will neither be disadvantaged nor favoured in any way.

2.5 Wage conditions, working hours and human resources
The wages of our workers are in line with the provisions of current legislation and industry standards. The ways in which wages are defined are based on objective criteria, taking into consideration the principle of fair compensation and equal pay between male and female workers.

"Toscotec S.p.A." also undertakes to pay overtime, to guarantee at least one day of weekly rest and that the daily, weekly and monthly amount of working hours is in compliance with local legislation.

"Toscotec S.p.A." engages in the development of human resources, recognizing a strong point in its human capital. Training and continuing education are the priority tools to improve workers' skills and company growth.

2.6 Privacy
"Toscotec S.p.A." respects the confidentiality and the right to privacy of its workers and collaborators by committing to the correct use of the data and information provided, including disclosure to third parties.

Your privacy policy is in line with the relevant local laws and regulations, including the protection of personal data against loss, theft, unauthorized access or use.

3. IMPLEMENTATION
"Toscotec S.p.A." monitors the application and compliance with the Human Rights Policy and the Code of Ethics within its corporate borders and promotes its principles with its commercial partners and suppliers.

All the evidence collected during the assessment phase represents a stimulus for the company and its commercial partners to redefine policies, actions and behaviours to ensure full respect for human rights in the contexts in which they operate.

Where the failure to comply with the Human Rights Policy is found internally or at its own supplier, the causes of this deviation will be analysed and a plan will be defined to promote alignment with this document.

4. REPORTING
If an employee, business partner or supplier wishes to report an alleged violation of this Policy, they can report it in writing in a letter to the address:
Toscotec S.p.A. - Human Resources / Code of Ethics Office - Viale Europa n ° 317, Marlia 55012 (LU)

In the management of reports, the office acts so as to guarantee the reporters against any type of retaliation, and also ensures the confidentiality of the identity of the reporter.

The reports received will be contested by the Human Resources Office together with the company management, in order to verify the possible need to take useful actions to remedy any negative impact on human rights that may have emerged.

Toscotec is a Voith company