DISCIPLINARY SYSTEM
1. PURPOSE
This document formalises and constitutes the Disciplinary System [SD231] required by Legislative Decree 231/01 to obtain and ensure compliance with the defined behaviour principles and the uninvolvement of the Company in unlawful or unfair practices. The objective of the Disciplinary System is to discourage the implementation of criminal practices by the Personnel of the Company and the other Recipients of the MODEL, punishing behaviours that violate the principles of conduct expressed by the support document of the MODEL [MO231] and the Code of Ethics [CE231].
The disciplinary system is also activated in the case of violation of certain company procedures which, although not foreshadowing the hypothesis of offence pursuant to Legislative Decree 231/01, are to be considered relevant for technical and organizational, legal, economic or reputational repercussions of the Company.
This Disciplinary System integrates, for the aspects relevant to the purposes of Legislative Decree
231/01 and does not replace the more general sanction system concerning the relations between Employer and employee, as required and indicated by public and private labour laws.
2.FIELD OF APPLICATION
The Disciplinary System provides penalties in line with the gravity of the offence committed and complies with the provisions contained in Art. 7 of the Workers’ Statute (Law no. 300 of 1970) and in the National Collective Labour Agreements in force.
The subjects, which are potential recipients of the disciplinary measures are mainly the “Top management” and the “Personnel subject to direction by others”, as defined by Legislative Decree
231/01.
Among these subjects are those included in the articles of the Civil Code 2094 (Employees) and
2095 (Categories of employees: executives, managers, office employees and production personnel), and, where no mandatory law is applicable, all “stakeholders”, including the directors and external collaborators of the Company.
3.TERMINOLOGY
In this document the following terms have the meaning indicated below:
· CCNL: National Collective Labour Agreement for the relevant sectors:
a. CCNL Metalworkers: The National Collective Labour Agreement for employees of industrial metalworking companies;
b. CCNL Industrial Managers: The National Collective Labour Contract for
Industrial Managers in force;
Code of Ethics: a document containing the general principles of conduct to which the recipients must comply with reference to the activities defined by this MODEL;
Misconduct:
o general misconduct:
negligence (failure to comply with a duty);
imprudence (failure to comply with an absolute prohibition to act or a prohibition to act in accordance with certain procedures);
incompetence (negligence or imprudence in activities requiring the use of skills or knowledge);
o specific misconduct or non-observance of: laws (acts of legislative power); regulations (acts of executive power); orders (acts of other public authorities); disciplines (acts issued by private persons performing risky activities);
· Legislative Decree 231/01: Legislative Decree 231 of 8 June 2001, regarding the “Rules of administrative liability of legal persons, companies and associations including those without legal personality, pursuant to Art. 11 of Law no. 300 of 29 September 2000, published in Official Gazette no. 140 of 19 June 2001, and subsequent amendments and additions;
· Damages: harmful consequences for Society: sanctions and prohibitions; direct and indirect costs linked to the commission of offences (such as economic losses, however, found as a result of acquittal from the commission charges of one or more predicate offences); harm to the good business reputation and to the trust given by stakeholders (customers, suppliers, employees, partners, etc…);
· Recipients: shareholders, directors, managers, statutory auditors, employees, suppliers and all those with whom the company may come into contact in the conduct of business relations;
· Employees: all natural persons who have an employment relationship with the company;
· Wilful misconduct: we have wilful misconduct when the subject acts with conscience and will
(representation and realization of the event desired by the agent);
Disciplinary offences:
a. of the “slight non-compliance” type when the conduct is characterized by negligence and not by wilful misconduct and has not generated any risk of sanctions or damages for the Company;
b. of the “repeated non-compliance” type when the conduct is repeated and characterized by negligence and has generated risks of sanctions or damages for the Company and is not characterized by wilful misconduct;
c. of the “serious non-compliance” type when the conduct is serious and characterized by negligence, has generated risks of sanctions or damages to the Company and is not characterized by wilful misconduct;
d. of the “culpable violation” type when the conduct is characterized by negligence and not by wilful misconduct and has generated potential risks of sanctions or damages for the Company that are more important than non-compliance;
e. of the “wilful misconduct or gross negligence” type when the conduct is characterised by negligence or is characterised by particular seriousness and presence of wilful misconduct and has generated potential risks of sanctions or damage to Society;
· Confindustria Guidelines: Guidelines for the Construction of Organisational, Management and Control Models pursuant to Legislative Decree 231 of 8 June
2001, approved on 7 March 2002 and updated to March 2014. The Confindustria Guidelines gather a series of indications and measures, essentially taken from business practices, considered in the
abstract, suitable to meet the requirements of Decree 231, where, however, no precise references are provided if not at a methodological
level; the Guidelines, therefore, aim to guide companies in the realization of these models, since it is not possible to construct decontextualized case studies to be applied directly to the individual operative realities; without prejudice to the key role of the Guidelines on the level of abstract suitability of the model, the judgement on the concrete implementation and effective implementation of the model itself in the daily activity of the company is at the free assessment of Criminal Court. These can only express a judgement on the conformity and adequacy of the model with respect to the purpose of prevention of the offences pursued by it;
· MODEL: Organization, Management and Control Model adopted by the Company which in itself collects a mapping of the sensitive activities of the Company at risk of commission of the specific
offence, a scheme of organizational and managerial procedures, with the consequent control actions
(type, responsibility and frequency) against the risk, a cross-reference between the specific offences and the document structure present in the Company in support of the MODEL itself;
· SB: Supervisory Board pursuant to Art. 6 of Legislative Decree 231/2001, which is responsible for supervising the implementation and observance of the MODEL, as well as the updating of the
same;
· Personnel: all natural persons who have an employment relationship with the company, including employees, temporary workers, collaborators, “trainees” and freelancers who have received an
assignment from the Company;
· Top Management: the subjects referred to in Art. 5, para. 1, letter a) of Legislative Decree231/01, that is to say, the subjects who perform functions of representation, administration or management
of the company or of an organizational unit with financial and functional autonomy (as indicated in the Operative Protocol “Identification of Top Managers”);
· Personnel submitted to the management of others: the subjects referred to in Art. 5, paragraph
1, lett. b) of Legislative Decree 231/01, or all Personnel operating under the direction or supervision of the Top Management;
· General principles of conduct: the physical and/or logical measures provided for in the Code of
Ethics [CE231] in order to prevent the commission of offences, broken down by type of Recipients;
· Specific principles of conduct: the physical and/or logical measures provided for in the support document of the MODEL [MO231] in order to prevent the commission of the Offences and subdivided according to the different types of the aforementioned offences;
· Offences: the offences under which the rules laid down by Legislative Decree 231/01 and
subsequent amendments;
· Sanctions (pursuant to Legislative Decree 231/01): confiscation of profit for the repair of the consequences of the offence; fine for the single offence; sanction linked to the commission of a number of offences (sanction on the most serious offence increased up to three times); interdiction (temporary suspension, from 3 to 24 months, of activity and/or revocation of authorisations, licences and concessions); publication of the sentence of the Entity in breach; administration of the Entity by an external commissioner, permanent suspension of business activities;
· Disciplinary System: a set of sanctioning measures applicable in case of violation of the support document of the MODEL [MO231] and of the Code of Ethics [CE231];
· Company or Enterprise: SA FIRE PROTECTION S.R.L.
4.RESPONSIBILITY FOR THE APPLICATION AND THE UPDATE.
The Manager of Human Resources is responsible for the formalization, application and revision of this Disciplinary System [SD231].
Monitor its correct application. In this regard, the SB will be entitled to be informed of any application of sanctions and will be able to provide its assessments on the matter.
The Disciplinary System [SD231] will also be able to take action also on notification by the SB itself to the functions responsible for the investigation and the imposition of sanctions.
The updating and verification of this document, [SD231], is the responsibility of the Human Resources
Office while its verification is the responsibility of the Manager of the Human Resources. Its approval is the responsibility of the Administrative Body.
5.OPERATING PROCEDURES
This chapter describes the operating procedures for the application of the Disciplinary
System according to the different types of Recipients.
The Company believes that the Disciplinary System currently applied, in line with the provisions of the current National Collective Labour Agreement in reference, is equipped with the prescribed requirements for effectiveness and deterrence.
5.1 NON-MANAGEMENT EMPLOYEES (National Collective Labour Agreement for Metalworkers)
With regard to Employees, employed with National Collective Labour Contract for employees of industrial metalworking companies (CCNL Metalworkers), it is necessary to comply with the rules laid down in the combined provisions pursuant to Articles8 ÷ 11 (Art. 8 – Disciplinary measures; Art. 9 – Written warnings, fines and suspensions; Art. 10 – Dismissal due to offences; Art. 11 – Non-disciplinary precautionary suspension) of Section IV (Discipline of the individual employment relationship) to Title VII (Relations in the company) of the CCNL Metalworkers and pursuant to Art. 7 of Law no 300/1970 (so-called “Workers’ Statute”).
Failure to comply with and/or breach of the principles of conduct defined in the support document of the MODEL [MO231] and in the Code of Ethics [CE231] by employees constitutes a breach of the obligations arising from the employment relationship and the disciplinary offence.
The various disciplinary measures applicable (expressly referred to in Art. 8: “Verbal warning”, “written warning”, “fine”, “suspension from work and from
pay”,” dismissal for misconduct” and” disciplinary precautionary suspension”) are
described in general terms through an homogeneous scale of severity of the disciplinary offences (“slight non-compliance”, “negligent misconduct”, “repeated or serious non-compliance”, “culpable violation” and “wilful misconduct or gross negligence”) to allow a coherent assessment with the different types of specific offences identified by Legislative Decree 231/01.
To the types of disciplinary measures drawn up pursuant to the National Collective Labour Agreement, in addition to the Workers’ Statute, a specific measure identified as “Suspension from service with maintenance of economic treatment for workers
subjected to criminal proceedings pursuant to Legislative Decree 231/01″ is added; this measure permits the necessary disciplinary coverage of all the possible situations requiring suitable disciplinary action.
5.1.1 Verbal warning
· Slight failure to comply with the general principles of conduct of the Code of Ethics [CE231] and of the specific principles of conduct defined in the support document of the MODEL [MO231];
· Slight non-compliance with company prevention protocols;
· Tolerance of slight non-compliance or irregularities committed by one’s own subordinates or others belonging to the personnel.
There is “slight non-compliance” when the conduct is characterized by negligence and not by wilful misconduct and has not generated any risk of sanctions or damages for the Company.
5.1.1 Written warning
This measure is applied in the event of a recurrence of the non-compliance.
· Repeated failure to comply with the general principles of conduct of the Code of Ethics [CE231] and of the specific principles of conduct defined in the support document of the MODEL [MO231];
· Repeated non-compliance with company prevention protocols;
· Tolerance of negligent non-compliance or irregularities committed by one’s own subordinates or others belonging to the personnel;
· Failure to fulfil requests for information or presentation of documents by the Supervisory Body, unless justified.
There is “repeated non-compliance” when the conduct is repeated and characterized by negligence and has generated risks of sanctions or damages for the Company and is not characterized by wilful misconduct.
5.1.3 Fine not exceeding three hours of hourly wage calculated on the minimum wage
This measure is applied when, for objective circumstances, specific consequences or for repetition, there is evidence that the previous offences are of greater importance.
· Serious breach of the general principles of conduct of the Code of Ethics [CE231] and of the specific principles of conduct defined in the support document of the MODEL [MO231];
· Serious breach of company prevention protocols;
· Omitted reporting or tolerance of repeated non-compliance or negligent non-compliance committed by one’s own subordinates or others belonging to the personnel;
· Repeated non-fulfilment of requests for information or presentation of documents by the
Supervisory Body, unless justified.
There is “serious non-compliance” when the conduct is serious and characterized by negligence and has generated risks of sanctions or damages for the Company and is not characterized by wilful misconduct.
5.1.6 Suspension from work and pay up to a maximum of three days
· Culpable violation of the general principles of conduct of the Code of Ethics [CE231] and of the specific principles of conduct defined in the support document of the MODEL [MO231];
· Culpable violation of company prevention protocols;
· Omitted reporting or tolerance of culpable violations committed by one’s own subordinates or others belonging to the personnel;
· Repeated non-fulfilment of requests for information or presentation of documents by the
Supervisory Body, unless justified (when this involves damage or sanction for the Company).
There is “culpable violation” when the conduct is characterized by negligence and not by wilful misconduct and has generated potential risks of sanctions or damages for the Company that are more important than non-compliance.
5.1.5 Dismissal due to offences
With the dismissal for offences (with or without prior notice) the violation is sanctioned (wilful misconduct or gross negligence) of the rules of conduct provided in the support document of the MODEL [MO231], the Code of Ethics [CE231], such as to cause serious moral or material damage to the Company and such as not allow to the continuation of the relationship even temporarily, such as the adoption of conduct integrating one or more offences or unlawful facts that represent the prerequisites of the offences, or by way of example:
a. Intentional breach of company regulations issued pursuant to Legislative Decree 231/01 of such severity, or due to the wilful misconduct of the fact or due to the penal or pecuniary reflexes or the reoccurrence or its particular nature, to damage the trust on which the employment relationship is based, and not to allow, however, the continuation, even temporary, of the relationship itself;
b. Intentional fulfilment of non-due actions or omission of due actions pursuant to the MODEL or its general principles of conduct, which caused, at the end of a judicial process, the sentencing of the Company to pecuniary and/or interdictive penalties for having committed the offences provided for by the Legislative Decree 231/01;
c. Intentional breach of company procedures and/or the internal control system of such severity, or due to wilful misconduct of the fact or the technical, organisational, legal, economic or reputational reflexes or its particular nature, to damage the trust on which the employment relationship is based, and not to allow, however, the continuation, even temporary, of the relationship itself.
There is “wilful misconduct or gross negligence” when the conduct is characterised by negligence or is characterised by particular seriousness and presence of wilful misconduct and has generated potential risks of sanctions or damage to Society.
5.1.6 Suspension from service with maintenance of economic treatment for workers subjected to criminal proceedings pursuant to Legislative Decree 231/01
Regarding Employees, subject to preliminary investigations or subject to criminal action for an offence pursuant to Legislative Decree 231/01, the Company may arrange for the removal from service of the subject concerned for precautionary reasons at any stage of the ongoing criminal proceedings.
The removal from the service must be communicated in writing to the Employee concerned and may be maintained by the Company for the time deemed necessary but not beyond the time when the decision of the criminal judge becomes irrevocable.
The Employee removed from service retains, for the period relating to the criminal proceedings pursuant to Legislative Decree 231/01, the right to the entire economic treatment and the period itself is considered as active service for any other aspect foreseen by the National Collective Labour Agreement.
5.2 MANAGERS (National Collective Labour Agreement for Industrial Managers and
National Collective Labour Agreement for Metalworkers)
With regard to the Management Employees, employed the National Collective Labour Contract for Managers of Industrial Companies (CCNL Industrial Managers), it is necessary to comply with the rules laid down in the combined provisions pursuant to Articles8 ÷ 11 of Section IV (Discipline of the individual employment relationship) to Title VII (Relations in the company) of the CCNL Metalworkers, pursuant to Art. 7 of Law no. 300/1970 (so-called “Workers’ Statute”) and pursuant to Art. 15 (Civil and/or Penal Responsibility in relation to service) of the CCNL Industrial Managers.
Failure to comply with and/or breach of the principles of conduct defined in the support document of the MODEL [MO231] and in the Code of Ethics [CE231] by Managers constitutes a breach of the obligations arising from the employment relationship and the disciplinary offence.
The various disciplinary measures applicable include the types already described in paragraphs §5.1.1
÷ 5.1.6 where they are described in general terms through an homogeneous scale of severity of the disciplinary offences (“slight non-compliance”, “repeated non-compliance”, “serious non-compliance”, “culpable violation” and “wilful misconduct or gross negligence”) to allow a coherent assessment with the different types of specific offences identified by Legislative Decree 231/01.
Pursuant to this Disciplinary System [SD231], the Company will take the measures deemed appropriate against the responsible subjects in relation to the importance and seriousness of the violations committed, also in consideration of the fiduciary bond underlying the employment relationship between the Company and the employee with senior position.
In cases where the violations are characterised by gross negligence, whether or not general principles of conduct of offence are disregarded, or where such conduct is likely to be a serious violation of the discipline and/or diligence in the work such as to, radically, damage the Company’s trust in the manager, the company may proceed to the early termination of the employment contract (demonstrated the justness of the reason: violation of the trust bond), or the application of another sanction deemed appropriate in relation to the seriousness of the fact.
In cases where violations are characterised by malice, for example in the event of a deception of the general principles of conduct, the Company will proceed to the early termination of the employment contract without prior notice; this measure is applicable where it appears that the fact itself has been brought against the will of the Company in the interest or for the benefit of the manager and/or third parties.
5.3 SELF-EMPLOYED WORKERS, COLLABORATORS AND OTHER THIRD PARTIES
Regarding self-employed persons, collaborators and other third parties, violations or breaches of the general principles of conduct of the Code of Ethics [CE231] or the specific principles of conduct defined in the support document of the MODEL [MO231], represent a serious breach in the execution of contracts.
Therefore, the provisions of Art. 1453 and following of the Civil Code in relation to the termination of the contract for failure to fulfil obligations (according to the expressed resolution clauses).
Therefore, in all relations with the subjects, where possible, these specific resolutive clauses must be envisaged, in particular within the supply and collaboration contracts, and specific clauses must be provided for compensation for the damage caused and of indemnification.
5.4 DIRECTORS, STATUTORY AUDITORS AND BOARD MEMBERS
In the case of an offence or breach of the general principles of conduct of the Code of Ethics [CE231] or the specific principles of conduct defined in the support document of the MODEL [MO231] by the Directors or Statutory Auditors (members of the Board of Statutory Auditors) of the Company, the Supervisory Body (SB) will inform the entire Board of Directors (BoD) and the Board of Statutory Auditors, who will take the appropriate measures.
In the event of a serious breach by the Board of Directors, which is not justified and/or not ratified by the Board of Directors, the fact may be considered just cause for the revocation of the guilty Director. It is considered a serious unjustified breach the realization of an Offence situation to be understood as the realization of conducts referred to in the Offences indicated by Legislative Decree 231/2001.
If applicable, the Company will act for damages.
5.5 MEMBERS OF THE SUPERVISORY BODY
In the case of an offence or breach of the general principles of conduct of the Code of Ethics [CE231] or the specific principles of conduct defined in the support document of the MODEL [MO231] by the members of the Supervisory Body (SB), the Board of Directors (BoD) will take the appropriate measures based on the seriousness of the incident.
In the event of a serious unjustified breach and/or not ratified by the Board of Directors, the fact may be considered just cause for the revocation of the appointment, without prejudice to the application of the disciplinary sanctions provided for by the contracts in question (work, supply…).
6.DISSEMINATION OF THE DOCUMENT
In accordance with Art. 7 of the Workers’ Statute, this Disciplinary System [SD231] is brought to the attention of the Personnel by posting it on defined and accessible supports in the workplace.
In addition to the observance of the posting obligations, together with the Code of Ethics [CE231], this Disciplinary System [SD231] will be disseminated during appropriate information and training sessions intended for all Recipients.
For acknowledgement and acceptance, the signing of this
Disciplinary System is requested by all Recipients.