CODE OF ETHICS

AGROITA Consortium

CONTENTS

Foreword
1. Addressees and scope
2. The structure of the Code of Ethics
3. Mission and Vision
4. Basic ethical principles
5. Rules of conduct
5.1 Relations with collaborators
5.2 Duties of directors and corporate officers
5.3 Duties of collaborators
5.4. Relations with customers/users
5.5 Relations with suppliers and consultants
5.6 Relations with the Public Administration
5.6.1. Management of public funding and contributions
6. Sanctioning system
7. Approval of the Code of Ethics and its maintenance over time
8. Acceptance of the Code of Ethics
9. Communications and training
10. Violations of the Code of Ethics

Foreword
The AGROITA Conosrtium (hereinafter AGROITA) considers it necessary to establish a specific Code of Ethics expressing the guidelines and style of behaviour to be adopted and with which to identify. The Code of Ethics is intended to promote a high-quality activity within AGROITA and the internationalization and dissemination of a spirit of appropriate behavioural standards, in compliance with the regulations in force and the value system referred to by AGROITA.
This code shall be an expression of all AGROITA members – detailed in point 1 below – so that in their actions they adopt the principles in which AGROITA recognises itself and which inspire it.
The Code of Ethics is thus an institutional document whose aim is to ethically regulate internal relations between the Constituent bodies, partners, employees, and collaborators of AGROITA and external relations with stakeholders of whatever nature.
The Code of Ethics is indeed a regulatory instrument capable of permanently regulating the conducts of individuals, certifying the adherence of the Consortium and its members to the set of ethical-disciplinary values constituting AGROITA’s aims. Membership and/or cooperation with AGROITA implies, in addition to compliance with the general legal regulations in force, acceptance of and adherence to the Statutes and this Code of Ethics.
The Code of Ethics is an effective means to prevent irresponsible or unlawful behaviour by those working in the name and on behalf of AGROITA for it introduces a clear and explicit definition of the ethical and social responsibilities towards all those involved directly or indirectly in the Consortium’s activities (customers, suppliers, citizens, employees, collaborators, public institutions, environmental associations and anyone else affected by the Consortium’s activities).
In this sense, therefore, the Code of Ethics constitutes, in accordance with Articles 6 and 7 of Legislative Decree no. 231/2001, one of the prerequisites of the organisation, management and control model adopted by AGROITA
The President and the Board of Directors of AGROITA undertake to ensure that the behavioural principles set out in this Code of Ethics and in the applicable regulations are observed. These principles, translated through the procedures and actions of the organisation, must be respected by all recipients. Everyone is obliged to read this Code and to operate in compliance with the system of reference values expressed in it, so that the Consortium develops within the ethical criteria, as identified in the Statute and in the Code itself.

1. Addressees and scope
The Code of Ethics applies to AGROITA. The principles and provisions expressed therein are, therefore, binding for the directors and those who hold corporate offices, for members, employees and collaborators and for all those who work for the consortium, regardless of the relationship, even temporary, that binds them to it (e.g. interns, trainees, volunteers).
These persons, hereinafter jointly referred to as “Addressees”, shall be bound, without distinction or exception, to observe and enforce the principles identified below and to protect and preserve, through their conduct, the respectability and image of AGROITA, as well as the integrity of its assets, understood as assets and resources, both physical and intangible.
In view of this, AGROITA shall promote the widest possible dissemination of the Code of Ethics among all interested parties, the correct interpretation of its contents and provide the most appropriate tools to facilitate its application.
The Code of Ethics shall also be brought to the attention, in the form and manner deemed most appropriate, of all third parties who receive assignments from AGROITA (consultants, teachers, designers, etc.) or who have stable or temporary relations with it.
The Code of Ethics does not replace and does not prevail over the laws in force and the existing National Collective Labour Agreement.

2. The structure of the Code of Ethics
This Code of Ethics comprises:
the ethical principles that define AGROITA’s reference values in carrying out its activities and which must inspire the conduct of the addressees;
the criteria of conduct towards each class of stakeholders, criteroa that AGROITA and its Employees are required to follow in order to comply with the ethical principles adopted and to prevent the risk of unlawful conduct;
the methods of implementation, which describe the control system aimed at verifying compliance with the Code of Ethics and its improvement.

3. AGROITA’s mission and vision

The mission
“In accordance with its legal nature, we want to encourage and promote companies producing machinery, accessories and equipment for agriculture, gardening, forestry, biomass, zootechnics and agro-industry, the export of products, the excellence of the member companies, the high quality of their products, their vocation for technological innovation, their constant search for cutting-edge solutions and sustainability, on markets all over the world”.

Our vision
“To become a point of reference for companies belonging to the consortium in the field of agricultural mechanisation. We want to be the bridge to international markets and bring our excellence, Italian character and culture of environmental, cultural, financial and geographical sustainability.

In conducting its activities, AGROITA shall be independent of any political influence.

4. Ethical principles
In its activities, AGROITA is guided by the following ethical principles, which are the true basis for all conducts and all moments of the consortium’s life:
Legality: AGROITA undertakes to comply with all national and international rules, laws, directives and regulations. Furthermore, it inspires its decisions and its behaviour to the care of the interest entrusted to it.
Honesty: Honesty is the fundamental principle for all AGROITA’s activities and represents an essential value of internal organisational management between employees and towards the outside world. Relations with stakeholders and collaborators are based on fairness, collaboration, loyalty and mutual respect.
Responsibility: responsibility towards the community and environmental protection. AGROITA, aware of its social role in the area, is committed to operating in respect of local, national and international communities and to develop initiatives that combine the interests of individuals and the community, with a view to contributing to improving the quality of life in the territories in which it operates in a perspective of environmental sustainability.
Transparency: AGROITA is committed to operating in a clear and transparent manner, without favouring any interest group or individual. AGROITA pursues transparency within the organisation among its members, employees and towards the recipients of its services. AGROITA’s employees and employees are obliged to give complete, transparent, comprehensible and accurate information to users/customers, so that they are aware of the characteristics and purposes of the services offered by AGROITA .
Enhancement of human resources: AGROITA acknowledges the centrality of human resources and believes that the professional contribution of the people working in it is an essential factor of success and development of the company. The management of AGROITA’s human resources is based on respect for the personality and professionalism of each of them, in a framework of loyalty and trust and equal opportunities. All employees and collaborators are called upon to contribute to the promotion and maintenance of a climate of mutual respect with particular regard to the sensitivity of others.
Efficiency and Quality of services and projects: AGROITA is committed to offering services tailored to the user/customer’s needs in line with the highest standards. In addition, each activity and project must be carried out according to the principle of economical management of the resources employed.
Attention to users: AGROITA focuses its activities on satisfying its customers by listening to requests that can help improve the quality of its products and services. AGROITA’s conduct towards its users is characterised by helpfulness, respect and courtesy in a cooperative and highly professional manner. In particular, in communicating with users AGROITA shall ensure completeness, correctness and clarity of all information relating to the service offered.

Confidentiality: AGROITA shall ensure the confidentiality of the information in its possession and shall refrain from seeking confidential data, except in the case of express and conscious authorisation and in accordance with the legal regulations in force. Moroever, the collaborators of the agricultural mechanics conosrtium are obliged not to use confidential information for purposes unconnected with the exercise of their activity. Protection of health and safety in the workplace: Within the scope of its activity, AGROITA pursues the objective of protecting the health and safety of its resources, taking all the measures provided for to this end by law

5. Code of Conducts

5.1. Relations with collaborators: AGROITA recognises the value of human resources (employees, collaborators and all those who perform a professional service on behalf of AGROITA also free of charge, hereinafter referred to generically as “collaborators”) and the importance of their contribution to the activity of AGROITA and therefore promotes their professional growth and constant acquisition of skills.
In managing its resources, AGROITA shall reject any discrimination on grounds of race, gender, nationality, religion, language or politics at any stage of the employment relationship.
Personnel selection shall be carried out on the basis of correspondence between the candidates’ profiles and AGROITA’s needs, in compliance with the principles of impartiality and equal opportunities for all candidates, avoiding any form of favouritism, patronage or nepotism.
AGROITA pays attention to equal opportunities in the workplace and adopts policies and tools for the reconciliation of family and working life.
AGROITA also undertakes to protect the moral and physical health of its collaborators in compliance with the current legislation on prevention and protection as per Legislative Decree 81/2008, taking all measures to ensure a safe and healthy working environment.
AGROITA shall protect the privacy of its employees and collaborators, in accordance with the relevant regulations, and shall not disclose or disseminate the relevant personal data without the prior consent of the person concerned, without prejudice to legal obligations.
AGROITA has adopted specific procedures to ensure the protection of such information at all stages of its processing.

5.2. Duties of directors and company officers:
The directors and all those who hold corporate positions in AGROITA shall comply with the legislation in force and with the principles contained in this Code of Ethics, as well as with AGROITA’s Articles of Association and AGROITA’s regulations.
Their behaviour shall be inspired by principles of fairness and integrity, also in order to protect AGROITA’s assets and image.
They shall ensure regular and informed participation in AGROITA’s activities.
Within the scope of their activity at AGROITA they shall not use their position to obtain direct or indirect personal advantages and shall avoid situations of conflict of interest.
In the performance of their duties and after termination of their relationship with AGROITA, they shall be obliged to keep confidential any information concerning AGROITA and its activities.

5.3. Duties of employees
All employees undertake to comply with the obligations set out in this Code and, in the performance of their duties, to comply fully with the law and to conduct themselves in accordance with the principles of integrity and fairness.
They shall undertake to act loyally in accordance with their obligations under the employment contract, respecting their commitments, the work of other employees and acting in such a way as not to risk damaging or compromising the reputation and image of AGROITA.
Collaborators must avoid relations that may lead to conflicts of interest with their organisational role and undertake to inform the Supervisory Board in advance of any real or potential conflict of interest, in the manner provided for.
They must also pay particular attention to the relationship with other collaborators, inspired by the principles of fairness, transparency, respect, courtesy, availability and responsibility in order to create and maintain a positive working environment oriented towards results and the organisation’s objectives. They undertake, therefore, to avoid actions and decisions that may have onerous consequences for the organisation in both relational and work-related terms.
Collaborators shall be required to keep confidential any information about AGROITA and the internal resources working for it that they learn in the course of their work in accordance with the law, regulations and circumstances and to carefully guard the documents, data and tools entrusted to them. This obligation must be maintained even after termination of the employment relationship.
All collaborators (employees and consultants) shall promptly report to the Supervisory Board (together with their Manager) any news they become aware of in the exercise of their functions, concerning violations of legal regulations, of the Code of Ethics or other provisions that may, for any reason, involve AGROITA.
Finally, collaborators shall scrupulously comply with the regulations on health and safety at work and the internal procedures adopted by AGROITA in this field.

5.4. Relations with customers/users
AGROITA shall establish a relationship with its users/customers that is characterised by a high degree of professionalism, helpfulness and cooperation, transparency and fairness, and shall be committed to fulfilling its commitments.
Communications to and agreements with customers/users must be formulated in a clear, simple and complete manner, in accordance with applicable regulations, without resorting to circumvention or other unfair practices.
AGROITA safeguards the privacy of its users/customers, in accordance with the regulations in force on the subject, undertaking not to communicate or disseminate their personal data, without prejudice to legal obligations, adopting the most appropriate tools to ensure their protection during processing.

5.5. Relations with suppliers and consultants
The selection of suppliers and consultants must be authorised by the Board of Directors and comply with the applicable rules and internal procedures. The choice must be based on an objective assessment of quality, price, the ability to provide and ensure timely delivery of goods and services at a level appropriate to the needs of the organisation, and the integrity and soundness of the entity identified.
AGROITA employees shall be obliged to ensure equal opportunities in the selection process for suppliers and consultants with the required qualifications. Any derogation from the principle of free competition must be authorised and justified.
AGROITA shall not charge fees that are not justified in relation to the type of goods/services acquired and the market prices.
Relations with suppliers and consultants must be based on fairness, professionalism, efficiency, seriousness and cooperation.
AGROITA’s employees shall be prohibited from directly or indirectly receiving money and personal favours from suppliers and consultants in order to obtain undue advantages and to influence them. They may accept gifts of purely symbolic value, informing their line manager and/or the directors of AGROITA in good time. This shall also apply to the directors of AGROITA who shall inform the Board of Directors of the Association.
Gifts and other forms of courtesy to suppliers and consultants are permitted provided they are of modest value and do not compromise integrity and reputation and subject to prior authorisation of expenditure.
Similarly, employees shall not accept compensation, gifts or favourable treatment of more than symbolic value and shall be obliged to inform their line manager and/or the managing directors of AGROITA of any such offers received.
AGROITA undertakes to inform the supplier/consultant accurately and promptly about the characteristics of the activity, forms and times of payment. For its part, the supplier/consultant’s performance of the contractual services shall be in accordance with the principles of fairness, honesty and commitment and shall comply with the applicable legislation.

5.6. Relations with the Public Administration
AGROITA maintains relations with state administrations, guarantor and supervisory authorities, public bodies, local authorities and public law organisations.
Relations with the Public Administration must be initiated and managed in absolute and strict compliance with the laws and regulations in force and be based on clarity, transparency, cooperation and professionalism and on the recognition of the respective roles.
In dealings with public officials, directors, employees and collaborators must behave with the utmost fairness and integrity, avoiding even giving the impression of wanting to improperly influence decisions or request favourable treatment.
In this respect, AGROITA shall take the appropriate precautions and measures to prevent such conduct on the part of those acting in its name and on its behalf which may constitute bribery of a public official or a person in charge of a public service.
It is forbidden to directly or indirectly offer/receive money, gifts, or benefits of any kind in a personal capacity to/from managers, officials or employees of customers, suppliers, Public Administration bodies, Public Institutions or other Organisations in order to gain undue advantages and to influence the recipient’s independent judgement.
Acts of courtesy, such as gifts and forms of hospitality towards representatives of the Public Administration or public officials are allowed provided they are of modest value and such as not to compromise the integrity and reputation and not to influence the recipient’s autonomy of judgement. In any case, such expenditure must always be authorised and properly documented.
Similarly, the employee may not accept remuneration, gifts or favourable treatment of more than symbolic value and is obliged to inform his/her line manager of offers received in this respect.
In relations with the Public Administration, Addressees must make data and documents available in a timely manner and in compliance with any deadlines and in clear, objective and exhaustive language so as to provide accurate, complete, faithful and truthful information.
AGROITA prohibits the submission of incomplete, false or altered data and documents to the Public Administration.

5.6.1. Management of public funding and contributions
AGROITA, in applying for and managing contributions and financing of any kind obtained from the State, the Regions, other public bodies or the European Union, observes the principles of legality, transparency and fairness.
To this end, the addressees of this Code of Ethics must:
represent AGROITA’s interests and positions in a transparent and rigorous manner;
scrupulously check the data contained in the declarations to the paying agencies;
Employees in charge of preparing the documentation necessary for participation in public calls/announcements or for the submission of applications for grants, shall
convey truthful information;
ensure that this information is complete and up-to-date;
to respect the deadlines set by the public administration concerned when transmitting the documentation.
Appointed and authorised functions have the exclusive power of taking commitments with Public Administrations and Public Institutions, and they shall carry out their task in due compliance with the laws and principles of this Code of Ethics and in full observance of the protocols provided for by the Organisational Model of AGROITA.
In any case, AGROITA and its employees, collaborators and directors undertake to report to the Supervisory Board any news of conduct contrary to the above-mentioned principles of which they become aware, even if carried out by potential partners.

6. Sanctioning system
AGROITA shall put in place the necessary measures in order to carry out verification and monitoring activities of the application of the Code of Ethics.
Violation of the provisions contained in it and in AGROITA’s Organisational Model (as well as in the company procedures that refer to them) shall entail, for the Recipients responsible for such violations – where deemed necessary for the protection of the company’s interests and compatibly with the provisions of the current regulatory framework – the application of the sanctions indicated in the said Organisational Model.

7. Approval of the Code of Ethics and its maintenance over time
The Code of Ethics is approved by the Board of Directors of AGROITA Any future updates, due to regulatory adjustments or to the evolution of civil awareness, shall be approved by the Board of Directors of AGROITA and promptly circulated to all Addressees. The verification of the adequacy of the Code of Ethics with respect to the sensitivity of AGROITA, its implementation and enforcement is the responsibility of the Supervisory Board, which AGROITA has set up in application of the Legislative Decree. 231/2001, in cooperation with the President and the Board of Directors. The Supervisory Board may also promote proposals to supplement or amend the contents, also on the basis of reports provided by the addressees.

8. Acceptance of the Code of Ethics
Every employee, collaborator, consultant and member of AGROITA shall read and accept this Code of Ethics, undertaking to comply with it and to facilitate the work and control of the bodies responsible for its observance.
Compliance with this Code shall be a fundamental requirement for all persons working for AGROITA. In particular, those who have a coordinating or functional-hierarchical role vis-à-vis the others must ensure they comply with the Code of Ethics in their own area of responsibility.

9. Communications and training
The Code of Ethics is brought to the attention of all internal and external stakeholders through appropriate communication activities. In order to ensure that the Code of Ethics is properly understood, the Supervisory Board defines a periodic communication/training plan aimed at fostering awareness of the principles and ethical rules contained in the Code. Training initiatives can be differentiated according to the role and responsibility of employees.

10. Violations of the Code of Ethics
In case of ascertained violation of the Code of Ethics, the Supervisory Board shall report it and request the application of any sanctions deemed necessary to the Board of Directors of AGROITA and to the Presidency. In the event that such violations concern one or more members of the Executive Board or the President, the Supervisory Board shall report them and the proposal for disciplinary sanction to the Executive Board, as a collegial body, and to the Board of Arbitrators, for possible convocation of the Shareholders’ Meeting. The competent functions, activated by the above-mentioned bodies, approve the measures, including sanctions, to be adopted in accordance with the rules in force, oversee their implementation and report the outcome to the Supervisory Board.

Agricultural Mechanisation Consortium