Code of Ethics

 

  1. PREMISE AND MISSION.

 

Noovle S.r.l. (hereinafter referred as “Noovle” or “Company”) is a company founded in June 2013 providing IT consulting on Information and Communications Technology (ICT) and Cloud Computing. The Company can rely on a wide network of consultants, project managers, technicians and developers available all over the Italian territory and branches abroad.

Noovle supports its customers in every stage of the business: from research to IT architectural model creation, from Change Management to personalized product design and solution development, to fit every business need. This approach enables an innovative business horizon based on a user centred convergence of the digital forces (Social, Mobile, Cloud and Big Data).

Noovle is constantly committed to improving the efficiency of its internal organization and of those processes contributing to the quality and continuity of its services.

 

  1. CODE OF ETHICS.

 

With the approval of this Code of Ethics, Noovle formalizes all previous ethical commitments and responsibilities connected with enterprise activities towards its stakeholders (employees, customers, suppliers, Public Administration etc.).

This Code is aimed at preventing any illegal or unethical behaviour which could be adopted by all those operating for or on behalf of the Company.

All subjects operating for and on behalf of Noovle must therefore behave in compliance with the principles of lawfulness, legitimacy, loyalty, fairness, transparency, professional integrity and company regulations.

 

  1. APPLICATION FIELD.

 

Provisions stated in this Code are binding on all the parties operating for and on behalf of Noovle, whether they are executives, employees or consultants. The Company requires that this Code of Ethics is being respected by partners, consultants, vendors, suppliers and customers and by every subject maintaining a business relationship; more precisely, knowledge and acceptance of the provisions included in this Code are considered as necessary conditions for the prosecution of business relationships with the Company.

 

  1. CODE OF CONDUCT.

 

4.1. Compliance with Applicable Laws and Regulations.

 

Noovle considers compliance with applicable laws and regulations as a fundamental principle in all operating countries. The Company refuses every kind of behaviour, even if favourable, which can be considered as not compliant with applicable laws, regulations and/or provisions included in this Code.

Noovle officers and employees should respect, the former as soon as they are nominated and the latter as soon as they are hired – even during their probationary period – to respect applicable laws and regulations in all operating countries.

Officers and employees working for the Company should be informed about applicable laws and the right behaviour to be adopted. In case of uncertainty, the Company must provide specific information.

The same commitment to compliance with all applicable laws and regulations is required from partners, consultants, vendors, suppliers and customers and from all the subjects maintaining a business relationship with the Company.

Noovle shall not start or continue any business relationship with the subjects who will not align to this fundamental principle stated by the Code of Ethics.

Special attention shall be paid to the compliance with the laws governing IT systems and personal data processing, protection and security.

Noovle ensures its employees appropriate and continuous information and training programs to raise awareness about the regulations of this Code and especially to prevent risks caused by illegal use of IT company devices. Programs will be managed by qualified subjects (employed staff and or/external consultants). Training sessions will be extended to partners, consultants, vendors, suppliers and customers willing to participate.

4.2. Relationships with Public Administration and Public Employees.

 

Relationships with Authorities and Public Administrations maintained by subjects working or operating on behalf of Noovle must be based on loyalty, transparency and collaboration and they must be compliant with the local existing laws.

Any act or form of corruption, i.e. illicit payments and/or donations made by the Company and/or by its employees or by people acting on behalf of the Company, is totally forbidden.

No money or gifts can be offered or promised to executives, officers, and/or employees working for the Public Administration, whether in Italy or abroad, including relatives and family members, except for donations of limited value (up to a maximum of €150.00).

Since some Codes of Conduct applied  by public institutions forbid all staff members to receive gift exceeding a certain value, Noovle always verifies  all documents adopted by public institutions the Company is operating with, in order to sensitise Noovle employees about its internal rules.

It is therefore forbidden to accept or to promise any valuable object, service or business performance aimed at obtaining a more favourable treatment from public institutions with whom the Company is associated.

In case of negotiation, relationship or request, even on business premises, coming from the Public Administration, the Company and all its employees must not, not even indirectly :

 

  • try to illegally influence decisions made by the counterpart, including those made by officers dealing with or making decisions on behalf of the Public Administration;
  • examine or offer job and/or business opportunities that could advantage public employees on a personal basis;
  • offer or provide free services, not even under the form of  employee discounts or payment of travel expenses;
  • solicit or get confidential information that could compromise the integrity and the reputation of both parties.

 

Noovle shall not hire former public employees or family members who have actively and personally maintained a relationship or made business with the Company.

In case Noovle participates in a tender or in any kind of selection managed by the Public Administration, the Company and all its officers and employees shall behave in compliance with the existing laws and proper business rules.

Any extortion demand is strictly forbidden.  

 

4.3. Relationships with Partners.

 

Noovle collaborates with a number of business partners perfectly aligned with the Company and its employees, with whom the said partners collaborate on loyalty, trust and transparency basis.

The aforesaid relationships are ruled by specific contracts explicitly referring to this Code of Ethics and to the observance of its rules.

All partners who, coming into force this Code of Ethics, are already maintaining business relationships with Noovle, are required to sign an appendix to the previous contract, where the adoption of this Code and the observance to its rules are explicitly mentioned. It is forbidden to the Company, to its partners and to all employees to take advantage of the benefits deriving from such collaboration.

If a partner’s behaviour is not aligned with the general principles stated by this Code of Ethics, the Company shall take appropriate measures, soliciting the fulfillment of the duties mentioned in this Code. If deemed necessary, the Company will take such measures leading to the interruption of the relationship with the aforesaid partner, as mentioned in the following paragraphs.

 

4.4. Relationships with Vendors and Suppliers.

 

The Company maintains business relationships with vendors and suppliers based on the utmost loyalty and collaboration principles, with the aim of providing the highest standards of quality and security.

Relationships with the parties are ruled by specific contracts explicitly mentioning this Code of Ethics and the due compliance. Where the said vendor contracts cannot include any explicit reference to this Code of Ethics or if any specific appendix cannot be added to the contract, the Company shall send the vendor a communication to verify that this Code of Ethics is considered as accepted.

 

4.5. Relationships with Customers.

 

Noovle aims at fulfilling and satisfying the needs of its customers while keeping high quality and security standards, in compliance with the legal principles of its business activities.

Noovle starts developing business activities only after receiving a purchase order, duly completed.  

It is therefore forbidden to contract or to subcontract third parties any product supply or service requested by a customer if not under written permission of the aforesaid customer. Parties (employees, consultants, suppliers, distributors etc.) other than the subjects agreed with the customer can be involved only after adequate evaluation and provided that the aforesaid subjects comply with this Code of Ethics.

It is understood that existing customers prior to the coming into force of this Code of Ethics can consider as valid all existing agreements regarding contracts, subcontracts and third parties.

 

4.6. Relationships with Competitors.

 

Noovle believes in loyal competition since this provides the right stimulus to a perduring improvement for the Company.

The Company, its officers and its employees and all those operating on behalf of Noovle, must therefore avoid any kind of unfair competitive and/or collusive behaviour and/or any type of abuse of position and they must comply with competition law and antitrust policy.

More specifically, it is not admitted that Noovle may negotiate the prices of its services, share possible customers and business areas and/or competition restrictive measures with its competitors.

 

4.7. Relationships with Employees.

 

Candidate selection and hiring shall be carried out matching the respondance of their profiles with the Company requirements, in compliance with equal opportunity principles for all the parties involved in the process and without any possible discrimination. Any investigation regarding personal ideas, preferences, tastes and privacy of the aforesaid candidates or aspiring candidates shall be excluded.

All company staff members shall be employed with a regular work contract since no irregular form of employment is accepted.

Once the relationship between employer and employee is established, every employee shall receive detailed information about:

 

– duties and tasks to be performed

– normative and wage details, as established by the specific national collective labour agreement;

– standards and procedures to be followed during the execution of working activities;

– the Disciplinary Regulation, of which a copy shall be provided;

– this Code of Ethics, of which a copy shall be provided.  

 

Noovle shall adequately publicise this Code of Ethics informing via Intranet all hired personnel, that will receive a copy of the aforesaid Code. Hired personnel at the time of entry into force of this Code of Ethics shall be instructed in order to be compliant with the rules hereby included.

Managers will use and take advantage of all the professional skills existing inside the Company by activating all available tools to let their own staff grow and  improve.

Training courses shall be allocated according to specific needs and professional growth within the Company.

Noovle undertakes to safeguard the moral integrity of its employees while guaranteeing work conditions compliant with personal dignity and freedom of association.

The Company protects its employees from psychological violence and condemns any attitude or behaviour which could be discriminatory or offending any person beliefs and preferences (e.g. insults, threats, isolation or excessive intrusiveness). Neither bullying, violent or intimidating behaviours nor mobbing shall be tolerated by Noovle.

The Company shall not tolerate sexual harassment as well as any kind of harassment. Behaviours that can offend personal sensitivity (such as images conveying explicit sexual content, insistent and continuous allusions).

Any employee who believes to have been subject to harassment or discriminated because of their gender, race, state of health, nationality, political opinions, religious beliefs, or for any other unjustified reason based on objective and reasonable criteria, should report the fact to the HR, that will evaluate any possible violation of this Code of Ethics.

 

4.8. Occupational Health and Safety.

 

Noovle strictly complies with the existing health and safety laws.

In particular the Company shall make business decisions taking into account the principles established by art. 15/D. Lgs. 81/2008 regarding prevention:

 

  • avoiding risks, and where not possible, reducing the aforesaid risks to minimum levels according to the most recent information deriving from technological advancements;
  • evaluating all kinds of risks that cannot be avoided;
  • reducing risks at source;
  • adapting the work to the individual, especially as regards workplace, the choice of work equipment and the choice of working and production methods, with a view, in particular, to alleviating monotonous work and work at a predetermined work rate and to reducing their effect on health;
  • replacing the dangerous with the non-dangerous or less dangerous;
  • developing a coherent overall prevention policy which covers technology, organization of work, working conditions, social relationships and the influence of factors related to the working environment;
  • giving appropriate instructions to the workers.

 

Noovle prevents risks deriving from professional activities by identifying a Prevention and Protection Officer who shall be entitled to develop training and information programs (TIP) for the workers while providing  adequate information.

 

4.9. Privacy and Personal Data and information Protection.

 

Due to the sector and the business in which Noovle operates, data and information can be considered as an integral part of the Company’s assets.

Noovle’s employees can access technical information (e.g. financial data, industrial plans, marketing plans, drawings, technical data, information about other employees or customers, production plans etc.) belonging to the Company or to third parties.

Noovle gathers and processes personal data, sensitive and non-sensitive data, belonging to its employees and to consultants, or belonging to individuals or legal entities involved in business relationships. The aforesaid process is carried out only with the consent  of the subjects and according to D. Lgs. 196/2003.

Employees cannot access, use or disclose such information without permission and without prior consent of the subject involved. More specifically, it is strictly forbidden to disclose confidential information, with exception of those subjects authorized by the Company or subjects that are  suitable to receive such information according to their function.

It is strictly forbidden for all employees to access, duplicate, copy and make usage, directly or indirectly, of any kind of information belonging to the Company outside the Company context or if not related to the tasks they undertake. No confidential information, acquired or managed within the activities undertaken by Company can be used, shared with third parties or disclosed for purposes that are not institutional.  Counterfeit, distortion and destruction of information, data and documents are prohibited.

It is forbidden to store information regarding the Company and its  partners, vendors, suppliers and customers on private computers or other private devices.

The Company also requires a strict compliance with confidentiality obligations, protection of industrial secrets and price sensitive information. All those subjects who have come to possess privileged information are forbidden from insider trading, abusing of the aforesaid privileged information and, market abuse and agiotage.

Noovle respects sectoral laws concerning privacy, information integrity and security, in compliance with the regulations expressed by the Data Protection Commissioner/Authority, more specifically what is established in the following documents

 

– “Guidelines for Personal Data Processing and Online Profilation” dated 19.3.2015 (“Linee guida in materia di trattamento di dati personali per profilazione on line” del 19.3.2015);

– “Guidelines for Personal Data Processing Aimed at Web Publicity and Transparency Managed by Public Subjects and Other Institutions, Included in Administrative Acts and Documents,” dated 15.5.2014 (“Linee guida in materia di trattamento di dati personali, contenuti anche in atti e documenti amministrativi, effettuato per finalità di pubblicità e trasparenza sul web da soggetti pubblici e da altri enti obbligati” del 15.5.2014;

– “Guidelines for Communication of Personal Data Violation/Data Breach” dated 4.4.2013” (“Linee guida in materia di attuazione della disciplina sulla comunicazione delle violazioni di dati personali (c.d. data breach)” del 4.4.2013;

“Guidelines issued by the Italian Competition and Market Authority” dated 01.3.2007 (“Linee guida del Garante per la posta elettronica e internet” del 1.3.2007.

 

Any employee who is aware of  a misuse or illicit treatment of  confidential information must immediately inform the HR and fully cooperate with the Company to protect the aforesaid information.

Should Noovle be informed that a real or potential infringement of privacy and security laws has involved a subject working for the Company (e.g. employees, consultants, partners, consultants, vendors, suppliers or customers), the Company shall immediately inform the person involved.

 

4.10. Intellectual Property Rights.

 

Noovle complies with the existing laws concerning intellectual property and recognizes author’s personal and patrimonial rights (Intellectual Property Rights – IPR).The Company shall neither use nor distribute any unlicensed software.

 

4.11. Conflict of Interest.

 

Conflicts of interest, even potential, i.e. all those activities that are or appear to be in contrast with Company interests, must be carefully avoided.

Employees are forbidden to commit themselves or to engage in any of the aforesaid activities , even towards potential suppliers, that could be conflicting with Noovle’s economic interests. Employees cannot not use contacts belonging to the Company to sell their own goods and services or to sell goods and services belonging to third parties, even if the said goods and services are not competing with those offered by Noovle.

 

4.12. Protection of Company’s Assets.

 

All employees are requested to observe the internal rules regarding the standards of behaviour and the correct use of technological devices made available by the Company.

More specifically, enterprise communication systems, including Internet connections, must be used only for professional purposes or for business goals authorized by the Company. Any incorrect use of enterprise communication systems must be avoided.

Employees must always follow password and personal code instructions, keeping their authentication information secret.

All goods, even intellectual ones, must be carefully treated.

Upon termination of the contract, employees must return all the goods belonging to the Company, including documents and devices containing stored information. Former employees are bound not to use or reveal any information belonging to the Company or to third parties if acquired during their professional activities.

 

4.13. Enterprise Management Principles: Administration and Balance.

 

Noovle attaches great importance to the transparency, accuracy and completion of information regarding its balance. The Company is therefore bound to be compliant with accounting standards and with the principles established both by the Italian Civil Law and by the relevant sector regulation.

Accounting policy and relevant documents are based on precise, exhaustive and verifiable information, explaining all related operations and that can be archived for any future examination.

Financial statements must be prepared according to prudential criteria and they must be supported by adequate knowledge of accounting methods and all necessary diligence.

 

4.14. Environment Protection.

 

Noovle complies with environmental protection laws and adopts protective measures to avoid or at least minimize environmental damages. The Company therefore requires that such regulations and thor application must be respected by all subjects maintaining business relationships with the Company.

 

  1. REPORTING OF VIOLATIONS

 

Any violation of the aforementioned behavioural standards, whether real or potential, caused by internal subjects or third parties representing the Company, must be immediately reported to the HR, with transparency and in good faith, on collaborative basis.

Reporting of violations, besides enabling effective disciplinary proceedings and sanctions against alleged offenders, makes it possible for the Company to constantly improve its ethical business conduct and to solve problems.

For this reason Noovle encourages employees to report any suspected violations to this Code. Reports will be treated with utmost confidentiality and professionalism and, where possible, safeguarding anonymity. Noovle protects those reporting violations of this Code from any retaliation. The Company shall verify with appropriate enquiry whether the reported violation has occurred.

 

  1. SANCTIONING SYSTEM.

 

6.1. Principles of the Sanctioning System.

 

In order to guarantee an effective and efficient compliance with the principles stated by this Code of Ethics, Noovle has established a disciplinary system sanctioning the  failure to comply with the measures mentioned by this Code of Ethics. Sanctions will be applied to executives and employees as well.

The disciplinary system includes a number of increasing sanctions according to the gravity of the ascertained violations, in compliance with the proportion principle and the principle of cross-examination, imposing immediate and specific charge contestation together with a set deadline within which defence and observations can be accepted.  

In particular, if disciplinary measures are adopted regardless of the outcome of a possible criminal proceeding, a strict fact-finding is required.

The HR Manager is in charge of disciplinary sanctions. The HR Manager shall therefore manage disciplinary notifications and shall adopt the disciplinary sanctions commensurate with the violations of this Code of Ethics, complying with sector specific regulations and existing provisions mentioned in the Collective National Labour Contract for the Service industry.

 

6.2. Employee Disciplinary System.

 

Possible violations and consequent disciplinary sanctions are fully explained in the Disciplinary Regulations every employee will receive when hired by the Company. Disciplinary Regulations and their updates are also published on the Company website, on the employee page.

 

6.3. Consultant and Independent Worker Disciplinary System.

 

Contracts signed by consultants and independent workers collaborating with Noovle include contract terms imposing compliance with this Code of Ethics and sanctioning of possible violations.

All independent workers who, coming into force this Code of Ethics, are already collaborating with Noovle, are required to sign an appendix to the previous contract where the adoption of this Code and the observance to its rules are explicitly mentioned. If an act of corruption occurs or in case of major violation of the provisions as of 4.3, Noovle shall proceed with contract termination.

 

6.4. Executive Disciplinary System.

 

As soon as this Code of Ethics comes into force, all executives are required to comply with the regulations hereby included.

In case of violation of this Code of ethics by Company’s executives (Board of Directors members, Statutory Auditors, Supervisory Board, General Director, all company functions Managers) the Board of Directors shall be immediately informed.

The Board of Directors shall evaluate possible disciplinary measures/provisions after receiving an opinion  by the Statutory Auditors. Such measures will include a verbal written warning, temporary suspension from job position, decaying/termination of contract for the executives involved (General Manager and all company functions Managers)

 

6.5. Sanctions Against Third Parties Maintaining Business Relationships with the Company.

 

The Company maintains business relationships with several subjects (partners, vendors, suppliers etc.), who are requested to comply with the regulations stated by this Code, available on the Company website.

If the Code is infringed by any of the aforesaid subjects, the Company shall immediately inform the Board of Directors, which shall evaluate the measures to be adopted.

In case of a minor infringement, a formal written notice shall be sent to the subject involved. In case of a major infringement, Noovle has the right to opt for a warning or, where specific conditions are met, to terminate the contract.