1. THE ETHICAL CODE
Atlantyca SpA (the “Company”) does business in the publishing and audio-visual sector, also at international level, as well as in the development of transmedia projects based on literary properties it holds; the Company also does business within the licensing and merchandising of products derived from and/or connected with said literary properties.
Being aware of the importance of protecting its own reputation and, thus, considering ethical conduct as a value, the Company has chosen to adopt behaviours whose guidelines are put forward in this Ethical Code, by fixing the behavioural standards for the Company together with the Organisation Model and with the related procedures.
The Ethical Code is approved by the Board of Directors, which is responsible for spreading it, as well as for updating it in line with the development of the relevant laws and regulations, also being responsible for monitoring the respective implementation.
The Code is distributed within and outside (publication on the Website) the Company through specific communication tools and is structured in the following chapters:
- The guidelines to which the Company makes reference in its own daily business and in liaising with the third parties;
- The conduct criteria, which provide the behavioural procedures by which the recipients must respect in view of fulfilling the guidelines.
The Ethical Code has as own recipients the directors, employees and third party contracting parties, from which the Company expects that their behaviour be aligned with the principles and contents hereof.
Internally, directors and executives are under an obligation to pursue behaviour that sets an example and guides in such a way as to communicate the awareness of the fact that the daily business must never be separated from compliance with the ethical principles shown in the Code; they also undertake to spread the concepts to their own contact persons, by taking care of the following:
- Ensure that the documentation is available;
- Provide information as to the commitments and obligations foreseen;
- Reply to any doubts;
- Request compliance herewith.
The Code is also brought to the attention of third party contracting parties by making cross-reference hereto in the relevant contractual clauses and by making the Code available on the Company’s institutional Website.
1.2. Compliance obligations
Any person working in Atlantyca is under an obligation to act by abiding by the provisions included under this Ethical Code; especial attention is requested to the heads of the internal Functions, who have the duty to supervise that the principles adopted are constantly implemented. By aligning themselves with the Code, recipients accept the rules for which breach they undertake liability, even under the Civil Code. The breach may constitute infringement of the primary obligations of the employment agreement with all consequences in terms of application of the relevant sanctions, also in compliance with the provisions under Atlantyca SpA’s disciplinary system.
In no way will the carrying out of behaviours which are not aligned with the contents of the Ethical Code be justified, regardless of the belief on the side of the person concerned of acting to the advantage of the Company.
Likewise, third party contracting parties are required to comply with the Ethical Code by making cross-reference hereto in the relevant contractual clauses; Atlantyca SpA shall no longer hold any contract with those who have breached the provisions of this Ethical Code, hereby reserving the right to bring any legal action whatsoever for its own protection.
1.3. Implementation of the Code
A Supervisory Body has been appointed, which has been vested with independence, authority and autonomy of action, having control duties in view of the implementation of the contents of the Code, as well as of checking the respective effectiveness. Whomever becomes aware of any situation that is not aligned with the contents of the Ethical Code must immediately expedite the disclosures provided for under the relevant internal procedure, within which instruments are foreseen and through which the Company protects the whistleblower from any possible form of retaliation.
2.1. Conformity and integrity
This principle entails constant undertaking in order for the entire Company’s operations to be carried out in compliance with the laws in force in Italy and in all countries in which business may be done.
Any conduct against the Law is prohibited, regardless of whether it is carried out or attempted directly or through third parties; in no way may the pursuit of Atlantyca SpA’s interests justify any conduct whatsoever that refrains from complying with the laws.
Furthermore, any attempt to induce any person to have behaviours against the Law is prohibited.
The Company shall in no way commence, nor shall it continue with any relation with whomever lacks the intention to be aligned with this principle.
2.2. Accounting and tax management
The principles of truthfulness, accuracy, completeness and clarity must be complied with in all administrative and accounting related activities, by taking care that all operations and transactions are correctly recorded, authorised, verifiable, lawful, coherent and consistent, and are accompanied by the relevant suitable supporting documentation.
The foregoing enables to obtain a ‘transparent’ picture of the economic, asset and financial situation, incoming and outgoing cashflow supervision, as well as an effective control by the third party entities in charge.
All recipients must always keep constant commitment towards compliance with the tax, social security and insurance laws and regulations, as well as with the entire laws, regulations and provisions, both national and international, in connection with the fighting against money laundering, receiving stolen goods and self-money laundering.
The information available on the counterparties must be checked beforehand, in order to ascertain the respective respectability before entering into any business relations whatsoever.
The recipients concerned are requested due supervision towards any anomalous financial transaction, as well as any payments from unknown sources in cash or of anomalous conditions, by expediting the relevant reporting.
The Company commits to comply with the law in so far as cash management is concerned.
2.3. Intellectual property.
The Company is fully aware of the importance of intellectual property and, for this reason, the Company respects and protects the content of any form of own or third party intellectual property, whether copyright, patents, trademarks, commercial secrets or any other intangible asset. The freedom of information and of expression is the foundation of Atlantyca’s own existence and business.
2.4. Corporate management
Atlantyca SpA pursues its own corporate purpose in compliance with the By-laws and with the Regulations, by ensuring the correct running of all corporate bodies and the protection of its own shareholders’ property and equity membership rights, by safeguarding the integrity of the share capital and of the company’s assets.
The Company acknowledges the fundamental value of correctly informing shareholders, as well as the competent bodies and functions, as to all significant facts concerning corporate and accounting management.
The Company adopts an ongoing, punctual and complete information flow amongst the corporate bodies, the different company areas, the various top management roles, the supervisory bodies and entities and, if necessary, towards the Public Authorities.
2.5. Respect of the person
The management of interpersonal relations must be developed by avoiding any form of abuse (exploitation of hierarchical classification, advantageous conditions, or ignorance and/or incapacity of the counterparties), which is harmful of the dignity and of the autonomy of the person and leading to any type of harassment.
The Company hereby undertakes to strictly respect all labour law related provisions.
Atlantyca disavows any discrimination based on sex, race, language, personal and social conditions, religious and political belief, in compliance with the individual character of each single person.
In hierarchical relations, it is expressly prohibited to induce somebody not to make declarations or to render false declarations to internal or external control bodies, in particular, in the event in which the person is summoned to render same before a judicial authority.
Atlantyca condemns child labour and prohibits same in its own employment relations. Atlantyca acknowledges the value of the principles set out in the universal declaration of Human Rights, in the UN convention on the rights of the child and of the adolescent, of the international labour organisation and of the OECD Guidelines aimed at multinational companies. Atlantyca requires a similar commitment from collaborators and third party contracting parties (e.g. suppliers, agents).
In compliance with the legislation in force, Atlantyca SpA constantly undertakes to ensure a suitable work environment from a workers’ health and safety standpoint.
The Employer assesses all dangers and makes suitable resources available for risk prevention and protection purposes and in view of constant professional development and training of the different levels of responsibility.
All recipients and, in particular, the roles assigned to safety, within the respective scope of authority, shall implement anything provided for under the procedures put in place following the relevant risk assessment.
2.7. IT legality
In all company activities, it is prohibited to amend, to counterfeit or to change the documentation in electronic format, to abusively access (for the sole purpose of having access thereto, or in order to damage, to prevent, to intercept or to interrupt communication, or to abusively obtain information) to any program, or IT device or infrastructure owned by third parties.
The latter prohibition is also valid, in particular, to access the portals of the Public Administration or the IT or online systems of entities managing data of public utility.
Recipients are required to fully respect all company regulations for the appropriate use of technological infrastructures (devices, equipments, software, hardware) for managing data and communications.
2.8. Conflict of interest
Within Atlantyca SpA’s processes any and all ‘conflict of interest’ situations must be avoided, understood as:
- exploitation of the respective own position for the realisation of interests clashing with those of the Company;
- utilisation of information obtained in carrying out work related activities to the respective own advantage or to that of third parties and/or, in any event, contrary to the Company’s interests;
- carrying out work related activities of any type, which may interfere with the responsibilities towards the Company.
Conflicts of interest may harm the Company’s reputation; any conflict of interest must be solved effectively by communicating, if needed, with the respective own coordinator.
Any and all information, data, knowledge, acquired, processed and managed in carrying out the respective own work must be kept strictly confidential and protected; same may not be used, disclosed or spread, either inside or outside the Company, unless in compliance with the laws and regulations in force and/or with the company procedures put in place.
Any person belonging to Atlantyca SpA’s organisational chart:
- should he/she be requested to disclose or spread confidential company data and information, shall refrain therefrom, unless authorised, by referring the request to the competent company function;
- if necessary, he/she undertakes to provide the information in a complete, accurate and prompt manner;
- he/she refrains from searching confidential data, save for the case of express and informed authorisation and in compliance with the legal laws and regulations in force;
- he/she ensures the confidentiality requested by the circumstances or foreseen by law for each news acquired in carrying out the respective own office;
- he/she undertakes not to use confidential information for purposes unrelated to the exercise of the respective own activity;
- he/she obtains and processes (uses, files, discloses or spreads) the data based on the provisions under the company procedures and in line with the laws in force on data protection.
3. CONDUCT CRITERIA
3.1. Relations with the Public Administration
The relations with public entities, public officials or persons in charge of a public service acting on behalf of the Public Administration or of EU institutions, public organisations, either international or of any foreign State, with the judiciary, with the public supervisory Authorities and with other independent, supervisory or control Authorities, must be carried out totally transparently and in such a way as to be marked by the principles of good faith, professional fairness and legality, as well as in such a way as not to jeopardise integrity and reputation.
Atlantyca rejects bribery as a tool for conducting its own business, being aware of the fact that its own reputation may be affected by any event referred to bribery related phenomena; likewise, Atlantyca disavows any practice aimed at the misappropriation of loans and/or their respective embezzlement.
Recipients are requested to use public funds correctly and any type of misleading, fraudulent or unlawful behaviours, as well as any behaviour even if only potentially suspected of bribery, are prohibited.
3.2. Customer relations
Atlantyca SpA’s commitment is aimed at ensuring appropriate standards to customers, by paying attention to their needs, ensuring that all undertaken commitments are totally fulfilled, as well as the collection and management of any litigation, in compliance with the entire laws and regulations protecting lawful competition amongst companies.
The behavioural style of Atlantyca’s Staff and Collaborators, towards customers, is marked by availability, by respect and by courtesy, in view of a collaborative and highly professional relationship.
In liaising with customers, any and all fraudulent practices and behaviours, bribery acts, favouritisms, competition acts carried out with violence or threat, and infringements of patents, trademarks or distinguishing marks, are prohibited.
The contracts and communications to customers must be complete, clear and simple, in compliance with the laws and regulations in force, without having recourse to any circumvention practices or, in any event, unfair practices; as well as truthful as to the services offered and the entire information declared.
In no way shall any presents and gifts of any such extent as to be able to be considered disproportionated to normal commercial and courtesy policies, be accepted.
The giving or promise of money or any other utility, or unlawful agreement towards directors, general managers, executives in charge, statutory auditors, liquidators of customer companies, in order to request same to carry out acts, or the omission of acts, pertaining to their respective office, by causing damage to their own entity and advantage to Atlantyca SpA, is prohibited.
3.3. Supplier relations
Purchasing processes are marked by the research of the maximum competitive advantage with equal opportunities for each single supplier, in compliance with the law.
The entering into of an agreement with a supplier must always be based on relations of extreme clarity by avoiding, where possible, any form of dependency, and by ensuring appropriate competition.
Calling for ethical conducts is a necessary condition in view of creating and maintaining the supply relation; should the supplier, in carrying out the respective own activity, adopt any behaviours not in line with the general principles of this Code and with the rules provided for under the organisational and management model, Atlantyca Spa shall be entitled to take measures up to the termination of the employment contract.
In all relations with suppliers, it is not accepted to accept, for oneself and for one’s own relatives, donations in monies or in kind, or other favours by parties that are in, or wish to enter into, business relations should said gifts not be of low value or utility, and may not be ascribed to standard and fair relations of courtesy. Should any employee receive offers of different nature, the employee concerned shall immediately suspend the relations with the supplier concerned and inform his/her own head or the Supervisory Body.
It is prohibited to give or to promise money or any other utility, or unlawful agreement, to directors, general managers, executives in charge, statutory auditors, liquidators of the supplier companies, in order to request them to carry out acts, or to omit acts, pertaining to their respective office, by causing damage to their own entity and advantage to Atlantyca SpA.
3.4. Relations with employees
The Company undertakes to ensure the protection of dignity and integrity, in compliance with the relevant equal opportunities principles, with special respect to any parties at a disadvantage; the Company prevents any type of discrimination, by implementing enhancement and development policies; appraisals for career advancement purposes, if any, are made based on the assessment of skills and abilities; any performance bonuses are granted based on fixed rules. In its hiring activities – carried out in compliance with equal opportunities and without any discrimination whatsoever – Atlantyca SpA acts in such a way as for the acquired resources to mirror profiles that are effectively necessary for company’s needs, thus avoiding any form of favouritism, clientelism or nepotism and, thus, drawing inspiration for the respective own choice exclusively from criteria based on professional competence and skills.
The Company assigns a primary and qualifying value to training, and dedicates resources and tools that are fit for achieving the established aims, by paying especial attention to the relevant law provisions.
All recipients must necessarily participate to the scheduled information or training initiatives.
3.5. Relations with shareholders and control bodies
Shareholders’ Meetings are the privileged moment for shareholders and the Board of Directors to engage in dialogue.
The Company undertakes to ensure the orderly and useful development of Shareholders’ Meetings, in compliance with the fundamental right of each single shareholder to request clarification on the different issues under the Agenda, to express the respective own opinion and to put forward proposals.
The carrying out of controls and/or auditing activities assigned to shareholders, other corporate bodies or auditing firms, must be encouraged by making all requested information or documentation available.
3.6. Relations with the territory
Atlantyca SpA does not grant any direct or indirect funding to political parties and/or sponsoring of any type for political propaganda purposes.
Whenever deemed expedient, Atlantyca may support the programmes of public or private entities aimed at the realisation of utilities and benefits for the community, as well as the activities of foundations and associations, always in compliance with the laws and regulations in force, and with the principles under this Code. Atlantyca SpA may promote and support, even by way of sponsoring, social and cultural initiatives with its own company mission and vision, and its own strategic guidelines.
Atlantyca SpA may give gifts and donations. In any case, Atlantyca SpA abides by a specific procedure that foresees the managing director’s approval or that of another executive role delegated by the managing director to said extent.