Anti-corruption Policies and Procedures
E-REPAIR's commitment to fighting corruption
E-REPAIR prevents its Staff, its Partners – for the part that concerns it – and, in general, anyone who carries out activities on behalf of the Company, from requesting, promising, offering or receiving any gifts, gratuities or benefits, whether potential or actual, by or to persons who do not work for the Company, whether they are public officials or public service officers, government representatives, public employees or private citizens, both from Italy and from other countries, that could determine illegal behaviour, or, in any case, be interpreted by an impartial observer, as aimed at getting an advantage, even non-economic, deemed relevant according to common belief, also aimed at facilitating, or guaranteeing the provision of services in any case due as part of the business activities.
Each employee and director shall read and understand the contents of this policy and to behave in compliance with its rules, as well as with the laws and regulations in force.
Each employee and director shall read and understand the contents of this policy and to behave in compliance with its rules, as well as with the laws and regulations in force.
1. SCOPE
1.1 Introduction
E-REPAIR has implemented this Anti-corruption Model in compliance with ethical standards and with international and national regulations on the prevention of corruption in all its forms, whether direct and indirect, as well as integrity, transparency and correctness in carrying out its business activities.
The Model was approved by resolution of the Board of Directors of E-REPAIR, and, at the same time, the persons responsible for implementing the Model were identified.
E-REPAIR promotes, as much as possible, the adoption and compliance with the standards defined by this Model by the companies or entities associated with the company (consortia, temporary associations, joint ventures, etc.).
Starting from the date of implementation of this Model, any agreements with third parties in general that should represent E-REPAIR before third parties shall include specific clauses on compliance with the rules of conduct set by this Model.
1.2 Objectives and contents
E-REPAIR, in compliance with the provisions of the Code of Ethics, undertakes to carry out its activities in compliance with ethical principles and with applicable laws.
Having a tool that defines the principles and policy to be adopted for carrying out business operations consistently with the provisions of the main international anti-corruption regulations (‘FCPA’ Foreign Corrupt Practices Act and ‘UKBA’ UK Bribery Act) and with those in force in the countries where E-REPAIR operates, and as defined by the company management is extremely important for E-REPAIR.
This Anti-corruption Model is implemented in order to provide a systematic Anti-corruption regulatory framework, to which E-REPAIR will refer to prevent active and passive corruption, and, in particular, offering and receiving money, advantages and/or other benefits, or payments, made or received, by anyone acting in the name or on behalf of the Company in relation to business activities, in order to ensure compliance with Anti-corruption regulations. The Model, therefore, will be a guide that addresses the risks of corruption that may occur in the performance of business activities.
It should also be noted that, should the provisions set by local law be more restrictive than this Model, E-REPAIR undertakes to comply with them. However, no Model is able to regulate all the potential situations that could actually occur. Employees are, therefore, encouraged to ask their supervisors for any information on specific facts and circumstances that may concern these issues.
E-REPAIR has implemented this Anti-corruption Model in compliance with ethical standards and with international and national regulations on the prevention of corruption in all its forms, whether direct and indirect, as well as integrity, transparency and correctness in carrying out its business activities.
The Model was approved by resolution of the Board of Directors of E-REPAIR, and, at the same time, the persons responsible for implementing the Model were identified.
E-REPAIR promotes, as much as possible, the adoption and compliance with the standards defined by this Model by the companies or entities associated with the company (consortia, temporary associations, joint ventures, etc.).
Starting from the date of implementation of this Model, any agreements with third parties in general that should represent E-REPAIR before third parties shall include specific clauses on compliance with the rules of conduct set by this Model.
1.2 Objectives and contents
E-REPAIR, in compliance with the provisions of the Code of Ethics, undertakes to carry out its activities in compliance with ethical principles and with applicable laws.
Having a tool that defines the principles and policy to be adopted for carrying out business operations consistently with the provisions of the main international anti-corruption regulations (‘FCPA’ Foreign Corrupt Practices Act and ‘UKBA’ UK Bribery Act) and with those in force in the countries where E-REPAIR operates, and as defined by the company management is extremely important for E-REPAIR.
This Anti-corruption Model is implemented in order to provide a systematic Anti-corruption regulatory framework, to which E-REPAIR will refer to prevent active and passive corruption, and, in particular, offering and receiving money, advantages and/or other benefits, or payments, made or received, by anyone acting in the name or on behalf of the Company in relation to business activities, in order to ensure compliance with Anti-corruption regulations. The Model, therefore, will be a guide that addresses the risks of corruption that may occur in the performance of business activities.
It should also be noted that, should the provisions set by local law be more restrictive than this Model, E-REPAIR undertakes to comply with them. However, no Model is able to regulate all the potential situations that could actually occur. Employees are, therefore, encouraged to ask their supervisors for any information on specific facts and circumstances that may concern these issues.
2. REFERENCES
2.1 The Anti-Corruption Laws
There are several anti-corruption laws around the world. Bribery of Public Officials is considered a crime in almost all countries; in some countries, bribery of Public Officials from other countries is also considered a crime. Furthermore, in many countries, bribery between private individuals is also forbidden. Italy, with the recent Law no. 190 of 6/11/2012, intended to implement the provisions of the Strasbourg Convention of 27/01/1999.
The Anti-Corruption Laws in a nutshell:
It should also be noted that, in order to maximize the effectiveness of the sanctions, the Company and its Staff are considered as jointly liable for any breaches of the Anti-corruption Laws.
2.2 Roles and Responsibilities
TAll recipients shall read, understand and implement this Anti-corruption Model. This Model is periodically reviewed if the national and international anti-corruption regulations, referred to as Best Practices, are subject to changes or jurisprudential interpretations. The updated version of this Model is available on the E-REPAIR web page at https://www.e-repair.com. If clarifications are required on the contents of the Model – including the application of the measures contained therein – on the Italian anti-corruption laws, or on the laws in force in the country where the Group operates, or on the application of the provisions contained in this Model with respect to the anti-corruption provisions of the country where one operates, or for any other information, all recipients are invited to ask the company management.
Function: Anti-Corruption Unit Contacts and reports: fill in the anonymous form on the E-Repair website,
Anti-corruption section
2.3 The Sanctions Regime
The policies and procedures contained in the Anti-corruption Model shall form an integral part of E-REPAIR's corporate compliance programme. Any employee or freelance worker who does not comply with the provisions of this Model or does not report any known or suspected illicit behaviour shall be subject to disciplinary action based on the type of breach (including the sanctions listed in the applicable employment contract, dismissal and suspension from work and legal actions).
Managers shall actively encourage their staff to observe the policies and procedures contained in this Model, without ignoring the evidence of any breaches. They will be subject to disciplinary action if they become aware or have reason to believe – on reasonable grounds - that a behaviour prohibited by these policies and procedures is perpetrated by employees under their supervision, without taking any dissuasive action or the necessary corrective measures.
There are several anti-corruption laws around the world. Bribery of Public Officials is considered a crime in almost all countries; in some countries, bribery of Public Officials from other countries is also considered a crime. Furthermore, in many countries, bribery between private individuals is also forbidden. Italy, with the recent Law no. 190 of 6/11/2012, intended to implement the provisions of the Strasbourg Convention of 27/01/1999.
The Anti-Corruption Laws in a nutshell:
- in general, anti-corruption laws prohibit payments made either directly or indirectly – including payments made to anyone with the knowledge that that payment will be shared with a Public Official or with a private individual – as well as offers or promises of a payment or other benefit for purposes of corruption to Public Officials or private individuals;
- anti-corruption laws require companies to equip themselves and keep books, records and accounting records that, with reasonable detail, accurately and correctly reflect the operations, expenses (even if not "significant" from an accounting point of view), acquisitions and disposals of assets.
It should also be noted that, in order to maximize the effectiveness of the sanctions, the Company and its Staff are considered as jointly liable for any breaches of the Anti-corruption Laws.
2.2 Roles and Responsibilities
TAll recipients shall read, understand and implement this Anti-corruption Model. This Model is periodically reviewed if the national and international anti-corruption regulations, referred to as Best Practices, are subject to changes or jurisprudential interpretations. The updated version of this Model is available on the E-REPAIR web page at https://www.e-repair.com. If clarifications are required on the contents of the Model – including the application of the measures contained therein – on the Italian anti-corruption laws, or on the laws in force in the country where the Group operates, or on the application of the provisions contained in this Model with respect to the anti-corruption provisions of the country where one operates, or for any other information, all recipients are invited to ask the company management.
- Anti-corruption unit
Function: Anti-Corruption Unit Contacts and reports: fill in the anonymous form on the E-Repair website,
Anti-corruption section
2.3 The Sanctions Regime
The policies and procedures contained in the Anti-corruption Model shall form an integral part of E-REPAIR's corporate compliance programme. Any employee or freelance worker who does not comply with the provisions of this Model or does not report any known or suspected illicit behaviour shall be subject to disciplinary action based on the type of breach (including the sanctions listed in the applicable employment contract, dismissal and suspension from work and legal actions).
Managers shall actively encourage their staff to observe the policies and procedures contained in this Model, without ignoring the evidence of any breaches. They will be subject to disciplinary action if they become aware or have reason to believe – on reasonable grounds - that a behaviour prohibited by these policies and procedures is perpetrated by employees under their supervision, without taking any dissuasive action or the necessary corrective measures.
3. GENERAL ANTI-CORRUPTION POLICY
E-REPAIR prohibits:
Compliance with the Anti-corruption Model is mandatory for all E-REPAIR Personnel and, as far as it is concerned, for Partners, Relevant Third Parties and third parties in general who work for E-REPAIR; and, in particular:
3.1 Public Administration
The many dealings between the Company and Public Administrations (hereinafter also referred to as the “PA”) may create potential situations of risk, as E-REPAIR may be held liable for actual or attempted acts of corruption undertaken or attempted with Public Officials who may request undue benefits in order to act in breach of their duties or in violation of their official obligations.
The dealings with the Public Administration mainly regard the following categories:
E-REPAIR prohibits any form of undue payment, benefit or other advantage to a Public Official in breach of the Anticorruption Model and applicable anticorruption laws even if they are expressly requested or if it is customary in certain environments, and this creates any kind of disadvantage for E-REPAIR or its personnel. E-REPAIR also requires its Personnel to immediately notify any unlawful requests received from Public Officials or doubts that arise on how to handle relations with them.
3.2 Third Parties
E-REPAIR requires that all relationships with third parties (contractors, consultants, suppliers, and other natural persons, legal persons and other entities) maintained as part of Business activities are characterised by fairness and transparency and based on traceable sources of information, and that they comply with Anti-Corruption Laws and all other applicable laws.
3.2.1 Suppliers and Customers
Corruption activities carried out by, or in favour of E-REPAIR suppliers (including subcontractors) or customers are subject to the Anti-Corruption Laws and may involve liability for E-REPAIR itself, as they are considered at risk of corruption. A customer, for example, could require the Company to work with a specific supplier with whom the customer has some relationship, in order to obtain personal benefits. E-REPAIR prohibits any behaviour that conflicts with the principles of the Anticorruption Model, for which E-REPAIR shall not be held liable.
In order to prevent such behaviours – potentially harmful to the interests and rights of the company – E-REPAIR requires all its suppliers and customers to comply with the ethical standards set by the company and applicable laws, including the Anti-Corruption Laws, when carrying out business activities with E-REPAIR.
If the counterparty has its own Organisational, Management and Control Model pursuant to Legislative Decree 231/2001 (hereinafter also referred to as the Organisational Model), Anti-corruption Model or a Code of Ethics, E-REPAIR shall check to ensure that the principles contained in them reflect those adopted by E-REPAIR.
E-REPAIR will terminate the contract in the event of any breaches of the Anti-Corruption Laws or of the Anti-Corruption obligations provided for in the contract.
With reference to consulting and professional services contracts, E-REPAIR requires that conduct practices based on the fundamental principles of honesty, transparency and traceability of the information sources are adopted, also in compliance with the Anti-corruption Laws and all other applicable laws.
In particular, the following principles shall be adopted:
The procurement process and related activities are governed in detail in E-REPAIR company procedures. These procedures and guidelines identify the roles and responsibilities of the key players in said process and set out the conditions for a fair, transparent selection and management of suppliers, as well as procedures for their reporting and control, and the management of important documentation and monitoring payments.
3.3 Significant third parties
Relevant third party means any legal person or natural person, who is not an employee, who acts in the name of and/or on behalf of E-REPAIR and who could have a contact with a Public Official or a private entity when carrying out his/her job in the name of and/or on behalf of E-REPAIR. The Significant Third Parties fall under the following categories:
E-REPAIR can collaborate with legal persons in order to win or develop or manage orders also on the basis of any imposition of the local legislation of the countries in which it operates. A partner is a legal person who shares the risks associated with an investment, or the profits or ownership of a transaction. These types of collaboration can either take the form of special-purpose companies permitted under local laws, or joint ventures and other partnership agreements.
It is important for E-REPAIR to know its potential partners and be able to assess any existing or potential risks deriving from a counterparty that does not operate in line with the ethical principles established by E-REPAIR. In this sense, the Company requires all its employees, managers and directors to pay particular attention to the selection and evaluation of its partners.
This Anti-corruption Model, which shall form an integral part of it, sets the requirements for the selection, negotiation and monitoring of the activities carried out by these partners. These principles of conduct apply to all relationships between the Company and its partners.
3.3.2 Consultants, professional service providers and freelance workers
E-REPAIR can make use of consultants, professional service providers and freelance workers in carrying out its business. When these entities act in the name of and/or on behalf of E-REPAIR and have contacts with a public official or private entity, they fall under the category of Significant Third Parties when carrying out their duties, making it therefore necessary to carry out further controls and checks.
It is important to assess consultants, professional service providers and freelance workers, and information has to be acquired on whether any of them have undertaken activities that are prohibited by the Anticorruption Model, or if there are reasonable possibilities that they could be.
The due diligence procedures define the criteria and control procedures aimed at assessing the risks associated with the establishment of relationships with consultants, professional service providers and freelance workers.
3.3.4 Third parties involved in extraordinary transactions
For extraordinary transactions, such as a merger, acquisition or disposal, E-REPAIR may carry out due diligence on the company involved in the transaction.
Specifically, this activity, also carried out through external advisors, shall include:
3.4 Special payments
E-REPAIR prohibits the payment or direct or indirect promise of payments, benefits or other advantages to Public Officials in order to expedite, favour or secure routine and non-discretionary services, that would otherwise be a normal part of their duties, such as:
3.5 Sponsorships
Sponsorship activities are subject to anti-corruption regulations. E-REPAIR pays attention to any possible personal and/or corporate conflict of interest associated with any sponsorship activity, which could expose the Company to the risk of corruption.
Sponsorship can be given only if it is among the projects that have the sole purpose of promoting the brand, creating visibility and a positive reputation for E-REPAIR.
To ensure that sponsorship cannot conceal a benefit for a third party in order to gain an undue advantage for the Company, all sponsorship agreements shall be drafted in writing.
E-REPAIR has established methods for authorising, stipulating and managing sponsorship contracts, which must meet the following principles:
If appropriate, the beneficiary may be asked to provide representations and warranties relating to the use of the donations, or must be required, where necessary, to provide other reporting tools so that the donated funds can be monitored.
3.8 Entertainment and hospitality expenses, gifts and other benefits
3.8.1 Entertainment, travel and hospitality expense
Visits to head office, out of office meetings and other business-related transactions that may involve the payment or reimbursement of travel costs and related expenses by the Company (for example transport, accommodation, meals and other costs) incurred by Public Officials or employees or directors of a customer or a business partner and/or a supplier may generate a risk of corruption.
Entertainment and hospitality expenses are costs incurred by E-REPAIR in buying goods or services for individuals, companies or third parties, which are justified by marketing activities or are aimed at promoting company’s brand. Their main characteristic is that there must be no consideration.
All entertainment expenses shall be recorded accurately and transparently in Company’s accounting records, with sufficient detail. They must be supported by adequate documentation identifying the name of the beneficiaries and the purpose of the payment.
The entertainment expenses must be reasonable and made in good faith, and have the following characteristics:
3.8.2 Gifts and presents
Presents or other benefits may be given or received within the context of usual business courtesy, where they do not compromise the integrity and/or reputation of either party and where they cannot be interpreted by an impartial observer as being intended to create an obligation of gratitude or to acquire an undue advantage. E-REPAIR has imposed a prohibition on making or receiving, either directly or indirectly, any type of gift aimed at obtaining an undue advantage, either personal or business-related, or any gift that could be interpreted as such.
The only permitted gifts, given for courtesy reasons, shall be:
Furthermore, all gifts and presents offered or received shall be traced, and their value and the subjects/companies involved (or beneficiaries and grantors) specified.
3.9 Accounting and bookkeeping
The principal anticorruption laws impose specific requirements on bookkeeping, partly in order to discourage and reveal any payments or receipts made for the purpose of corruption.
E-REPAIR adopts procedures to ensure that the bookkeeping complies with the applicable accounting principles by fully and transparently reflecting the facts underlying each transaction. All costs, charges, receipts, revenues, payments and expenditure commitments must be promptly recorded in a complete and accurate manner, and must have adequate supporting documentation issued in accordance with all applicable laws and requirements of the internal control system.
E-REPAIR Personnel shall never agree to record an invoice for services that were not rendered or were different from the purpose of the contract, or to pay unusual, excessive, poorly described or poorly recorded expenses.
No accounting records or other documents related to a transaction shall be altered or changed in any way that could make the true nature of the transaction unclear or false.
No payment shall be approved and/or made in the name of E-REPAIR for work or services if there is an explicit or implicit agreement that part of the payment is to be used for a different purpose from that described in the documentation supporting the payment. Hidden or unrecorded funds and accounts are prohibited. These requirements apply to all transactions, regardless of their amount.
In addition, all employees shall comply with all requirements applicable to the preparation and submission of expense reports.
- to induce a Public Official, a Public Service Officer or a private individual to improperly perform any function of a public nature or any activity associated with a business activity of a Group company, or reward him for having performed it;
- to influence an official act (or omission) by a Public Official or a Public Service Officer or any decision in violation of an official duty;
- to obtain, secure or maintain a business or an unfair advantage in relation to business activities;
- to obtain, secure or maintain a business or an unfair advantage not only for the Company, but also for personal interests or for a family member or acquaintance – in violation of loyalty obligations;
- more generally, to violate applicable laws.
Compliance with the Anti-corruption Model is mandatory for all E-REPAIR Personnel and, as far as it is concerned, for Partners, Relevant Third Parties and third parties in general who work for E-REPAIR; and, in particular:
- E-REPAIR Personnel are responsible, each for the part that concerns them, for complying with the Anti-corruption Model. Moreover, the team leaders are responsible for supervising compliance with the same by their collaborators and for taking measures to prevent, identify and report any breaches;
- no activity that violates this Anti-corruption Model and/or the Anti-corruption Laws shall, in any case, be justified or tolerated due to the fact that it is considered as "customary" in a specific sector and/or in the countries in which the Company operates . No performance can be imposed or accepted in violation of this Model;
- any Third Parties who violate this Anti-corruption Model and/or the Anti-corruption Laws shall be subject to contractual provisions (such as contract suspension, damage compensation, termination of contract, termination of commercial relationships with E-REPAIR);
- jobs terms and conditions shall not in any way be affected, if E-REPAIR Personnel refuses to adopt a behaviour in contrast with the provisions of this Anti-corruption Model and/or the Anti-corruption Laws, even if such refusal has caused the loss of a business opportunities or had other prejudicial consequences for the business.
3.1 Public Administration
The many dealings between the Company and Public Administrations (hereinafter also referred to as the “PA”) may create potential situations of risk, as E-REPAIR may be held liable for actual or attempted acts of corruption undertaken or attempted with Public Officials who may request undue benefits in order to act in breach of their duties or in violation of their official obligations.
The dealings with the Public Administration mainly regard the following categories:
- dealings where the PA is the client on a project – these relations may lead to the risk of corruption in the awarding of a contract, the management of the contract or in any other phase of the project, such as the obtaining of payment certificates from the Engineer or the approval of modifications, extensions, variants, complaints, defective or non-existent works, testing, etc.;
- obtaining administrative measures where the PA is responsible– these activities may lead to risks of corruption, during the activities to obtain documents/ authorisations that are issued by the PA (including licences, permits, registrations, concessions and other approvals needed for the business), the importing or exporting of goods, the management of health or safety inspections, etc.;
- the fulfilment of obligations towards the PA – the need to fulfil said obligations, including the implementation of regulatory requirements, the execution of specific inspections and the submission of declarations etc. may lead to risks of corruption;
- inspections or checks by the PA – the handling of requests during inspections, checks, verifications and investigations etc. that E-REPAIR managers are asked to managed could generate risks for the Company;
- legal disputes – disputes with the entities of the Public Administration and private individuals can generate situations that involve a risk of corruption in relations with the authorities.
E-REPAIR prohibits any form of undue payment, benefit or other advantage to a Public Official in breach of the Anticorruption Model and applicable anticorruption laws even if they are expressly requested or if it is customary in certain environments, and this creates any kind of disadvantage for E-REPAIR or its personnel. E-REPAIR also requires its Personnel to immediately notify any unlawful requests received from Public Officials or doubts that arise on how to handle relations with them.
3.2 Third Parties
E-REPAIR requires that all relationships with third parties (contractors, consultants, suppliers, and other natural persons, legal persons and other entities) maintained as part of Business activities are characterised by fairness and transparency and based on traceable sources of information, and that they comply with Anti-Corruption Laws and all other applicable laws.
3.2.1 Suppliers and Customers
Corruption activities carried out by, or in favour of E-REPAIR suppliers (including subcontractors) or customers are subject to the Anti-Corruption Laws and may involve liability for E-REPAIR itself, as they are considered at risk of corruption. A customer, for example, could require the Company to work with a specific supplier with whom the customer has some relationship, in order to obtain personal benefits. E-REPAIR prohibits any behaviour that conflicts with the principles of the Anticorruption Model, for which E-REPAIR shall not be held liable.
In order to prevent such behaviours – potentially harmful to the interests and rights of the company – E-REPAIR requires all its suppliers and customers to comply with the ethical standards set by the company and applicable laws, including the Anti-Corruption Laws, when carrying out business activities with E-REPAIR.
If the counterparty has its own Organisational, Management and Control Model pursuant to Legislative Decree 231/2001 (hereinafter also referred to as the Organisational Model), Anti-corruption Model or a Code of Ethics, E-REPAIR shall check to ensure that the principles contained in them reflect those adopted by E-REPAIR.
E-REPAIR will terminate the contract in the event of any breaches of the Anti-Corruption Laws or of the Anti-Corruption obligations provided for in the contract.
With reference to consulting and professional services contracts, E-REPAIR requires that conduct practices based on the fundamental principles of honesty, transparency and traceability of the information sources are adopted, also in compliance with the Anti-corruption Laws and all other applicable laws.
In particular, the following principles shall be adopted:
- the providers of such services shall be only natural persons or legal persons or entities, reliable and with excellent reputations;
- E-REPAIR has the right to carry out checks on the counterparty's activity, in the event of any breaches of the provisions and/or ethical principles;
- all agreements shall include the ‘Administrative Liability’ clause and explicitly ask the consultant/professional to adopt the principles of E-REPAIR Code of Ethics and Anti-corruption Model;
- no fees or commissions shall be paid to consultants or freelance workers that are inconsistent with the services rendered to the company or with the assignment given and the conditions/practices adopted by the market or determined by professional rates;
The procurement process and related activities are governed in detail in E-REPAIR company procedures. These procedures and guidelines identify the roles and responsibilities of the key players in said process and set out the conditions for a fair, transparent selection and management of suppliers, as well as procedures for their reporting and control, and the management of important documentation and monitoring payments.
3.3 Significant third parties
Relevant third party means any legal person or natural person, who is not an employee, who acts in the name of and/or on behalf of E-REPAIR and who could have a contact with a Public Official or a private entity when carrying out his/her job in the name of and/or on behalf of E-REPAIR. The Significant Third Parties fall under the following categories:
- Partners (in joint ventures, consortia, special-purpose companies, etc.)
- Consultants, professional service providers and freelance workers, who, due to the activities carried out, have contacts with a Public Official or private entity in the name of and/or on behalf of Official or private entity in the name of and/or on behalf of E-REPAIR
- Third parties involved in extraordinary transactions.
Relevant Third Parties are required to comply with the principles contained in this Model. E-REPAIR prohibits any behaviour that conflicts with the principles of the Anticorruption Model, for which E-REPAIR shall not be held liable. In order to prevent such behaviours – potentially harmful to the interests and rights of the company – E-REPAIR requires Third Parties to comply with the applicable laws, including the Anti-Corruption Laws, when carrying out business activities with E-REPAIR. E-REPAIR carries out the appropriate checks before approval, in order to determine whether a Relevant Third Party acts, or if there is a concrete risk that it may act, in violation of this Anti-corruption Model, of other E-REPAIR Guidelines, of the Code of Ethics or applicable laws. In particular, E-REPAIR requires, that before establishing a business relationship with a Relevant Third Party, that the following assessments are carried out:
- an in-depth due diligence inspection on the Significant Third Party shall be carried out;
- during the due diligence phase, if any red flags arise, checks must be carried out to ensure that the issues have been adequately resolved or that suitable measures to safeguard E-REPAIR have been put in place;
- monitoring during the course of the relationship or transaction with the Significant Third Party, during which checks will be carried out to ensure that the counterparty continues to meet the requirements of the Model.
E-REPAIR can collaborate with legal persons in order to win or develop or manage orders also on the basis of any imposition of the local legislation of the countries in which it operates. A partner is a legal person who shares the risks associated with an investment, or the profits or ownership of a transaction. These types of collaboration can either take the form of special-purpose companies permitted under local laws, or joint ventures and other partnership agreements.
It is important for E-REPAIR to know its potential partners and be able to assess any existing or potential risks deriving from a counterparty that does not operate in line with the ethical principles established by E-REPAIR. In this sense, the Company requires all its employees, managers and directors to pay particular attention to the selection and evaluation of its partners.
This Anti-corruption Model, which shall form an integral part of it, sets the requirements for the selection, negotiation and monitoring of the activities carried out by these partners. These principles of conduct apply to all relationships between the Company and its partners.
3.3.2 Consultants, professional service providers and freelance workers
E-REPAIR can make use of consultants, professional service providers and freelance workers in carrying out its business. When these entities act in the name of and/or on behalf of E-REPAIR and have contacts with a public official or private entity, they fall under the category of Significant Third Parties when carrying out their duties, making it therefore necessary to carry out further controls and checks.
It is important to assess consultants, professional service providers and freelance workers, and information has to be acquired on whether any of them have undertaken activities that are prohibited by the Anticorruption Model, or if there are reasonable possibilities that they could be.
The due diligence procedures define the criteria and control procedures aimed at assessing the risks associated with the establishment of relationships with consultants, professional service providers and freelance workers.
3.3.4 Third parties involved in extraordinary transactions
For extraordinary transactions, such as a merger, acquisition or disposal, E-REPAIR may carry out due diligence on the company involved in the transaction.
Specifically, this activity, also carried out through external advisors, shall include:
- in-depth due diligence to ascertain the integrity of the company involved in the transaction and of the holders of the main corporate offices;
- the inclusion, in the Anti-corruption risk assessment required by the due diligence process, of information on the ‘Corruption Perception Index’ in order to assess the perceived levels of corruption in the sector and in the country in which the target company operates;
- a forensic review, if applicable, in order to identify and assess, within the company involved in the transaction, any shortcomings in the internal control system and/or any suspicious transactions (such as red flags, anomalous payments, suspicious interactions with public administrations, etc.).
3.4 Special payments
E-REPAIR prohibits the payment or direct or indirect promise of payments, benefits or other advantages to Public Officials in order to expedite, favour or secure routine and non-discretionary services, that would otherwise be a normal part of their duties, such as:
- obtaining non-discretionary business permits;
- non-discretionary procedures such as customs practices or visas;
- the provision of public services.
3.5 Sponsorships
Sponsorship activities are subject to anti-corruption regulations. E-REPAIR pays attention to any possible personal and/or corporate conflict of interest associated with any sponsorship activity, which could expose the Company to the risk of corruption.
Sponsorship can be given only if it is among the projects that have the sole purpose of promoting the brand, creating visibility and a positive reputation for E-REPAIR.
To ensure that sponsorship cannot conceal a benefit for a third party in order to gain an undue advantage for the Company, all sponsorship agreements shall be drafted in writing.
E-REPAIR has established methods for authorising, stipulating and managing sponsorship contracts, which must meet the following principles:
- due diligence on potential partners to the sponsorship shall be carried out to avoid any conflicts of interest;
- partners in sponsorship agreements must only be well-known, reliable entities (or individuals founding new companies, for example in the case of start-ups), with good reputations;
- sponsorship agreements must be drafted in writing.
3.6 Political contributions
Political donations can give rise to higher risks of bribery and corruption. In particular, they could be used improperly to obtain or maintain an advantage, such as obtaining a contract, permit or licence, guiding political decisions, etc.
E-REPAIR prohibits any direct or indirect form of pressure or influence on politicians and has imposed, in line with the provisions of the Code of Ethics, a prohibition on paying direct or indirect contributions to political parties, movements, committees or other political or trade union organisations or to their representatives.
3.7 Charitable donations
Donations to a Public Official or a private individual can be a risk for the Company if aimed at obtaining or maintaining a business or ensuring an illicit advantage.
Charitable donations shall fall under the sphere of projects related to social solidarity, humanitarian ends, socio-economic benefit, scientific research, education, the protection and development of natural or artistic heritage, or they must be intended to support events or bodies with significant social or environmental value.
These disbursements will not require any consideration in return.
E-REPAIR has established operating procedures for the authorisation and payment of donations, which must meet the following principles:
- any potential conflicts of interest in the project to be sponsored shall be checked;
- the beneficiaries must be well known, reliable and have an excellent reputation;
- compliance of any contribution with the Anti-Corruption Laws and applicable laws shall be checked.
If appropriate, the beneficiary may be asked to provide representations and warranties relating to the use of the donations, or must be required, where necessary, to provide other reporting tools so that the donated funds can be monitored.
3.8 Entertainment and hospitality expenses, gifts and other benefits
3.8.1 Entertainment, travel and hospitality expense
Visits to head office, out of office meetings and other business-related transactions that may involve the payment or reimbursement of travel costs and related expenses by the Company (for example transport, accommodation, meals and other costs) incurred by Public Officials or employees or directors of a customer or a business partner and/or a supplier may generate a risk of corruption.
Entertainment and hospitality expenses are costs incurred by E-REPAIR in buying goods or services for individuals, companies or third parties, which are justified by marketing activities or are aimed at promoting company’s brand. Their main characteristic is that there must be no consideration.
All entertainment expenses shall be recorded accurately and transparently in Company’s accounting records, with sufficient detail. They must be supported by adequate documentation identifying the name of the beneficiaries and the purpose of the payment.
The entertainment expenses must be reasonable and made in good faith, and have the following characteristics:
- they must not be paid in cash;
- they must not be motivated by a desire to exercise undue influence or with the expectation of anything in return;
- they must comply with generally accepted standards of business courtesy;
- they must be in line with company procedures, anticorruption laws and applicable regulations;
- they must be justified by lawful business purposes and their main purpose must not be to visit a tourist attraction or a visit for the personal interests of the parties receiving the money.
3.8.2 Gifts and presents
Presents or other benefits may be given or received within the context of usual business courtesy, where they do not compromise the integrity and/or reputation of either party and where they cannot be interpreted by an impartial observer as being intended to create an obligation of gratitude or to acquire an undue advantage. E-REPAIR has imposed a prohibition on making or receiving, either directly or indirectly, any type of gift aimed at obtaining an undue advantage, either personal or business-related, or any gift that could be interpreted as such.
The only permitted gifts, given for courtesy reasons, shall be:
- of low value, or in line with the recipient's circumstances;
- given in good faith and according to proper practice;
- consistent with generally accepted business courtesy standards (Christmas parcels for example) or have promotional/demonstration purposes;
- not be paid in cash;
- in line with company procedures, anticorruption laws and applicable regulations.
Furthermore, all gifts and presents offered or received shall be traced, and their value and the subjects/companies involved (or beneficiaries and grantors) specified.
3.9 Accounting and bookkeeping
The principal anticorruption laws impose specific requirements on bookkeeping, partly in order to discourage and reveal any payments or receipts made for the purpose of corruption.
E-REPAIR adopts procedures to ensure that the bookkeeping complies with the applicable accounting principles by fully and transparently reflecting the facts underlying each transaction. All costs, charges, receipts, revenues, payments and expenditure commitments must be promptly recorded in a complete and accurate manner, and must have adequate supporting documentation issued in accordance with all applicable laws and requirements of the internal control system.
E-REPAIR Personnel shall never agree to record an invoice for services that were not rendered or were different from the purpose of the contract, or to pay unusual, excessive, poorly described or poorly recorded expenses.
No accounting records or other documents related to a transaction shall be altered or changed in any way that could make the true nature of the transaction unclear or false.
No payment shall be approved and/or made in the name of E-REPAIR for work or services if there is an explicit or implicit agreement that part of the payment is to be used for a different purpose from that described in the documentation supporting the payment. Hidden or unrecorded funds and accounts are prohibited. These requirements apply to all transactions, regardless of their amount.
In addition, all employees shall comply with all requirements applicable to the preparation and submission of expense reports.
4. HUMAN RESOURCES
E-REPAIR can be held responsible for the behaviour of its employees who do not comply with the Anti-corruption Laws. E-REPAIR employees, therefore, are encouraged to comply with this Model and the Anti-corruption Laws, and they will not be subject to disciplinary or similar sanctions if they refuse to comply with the provisions of this Anti-corruption Model and/or the Anti-corruption Laws.
In case of violation of this Model, however, E-REPAIR applies the disciplinary actions provided for by the applicable legislation.
4.1 Personnel hiring and management
E-REPAIR governs personnel selection, hiring and management process in a way that ensures that business activities are carried out in compliance with the principles of professionalism, transparency and correctness, in compliance with the provisions of the applicable laws and regulations.
These activities will be carried out in accordance with the following principles:
4.2 Staff training
In order to spread adequate awareness and understanding of the contents of this Model, E-REPAIR, requires all its employees holding management, administration, direction and control positions to attend a mandatory anticorruption training programme. The training programme will be modulated in accordance with their positions in activities that are at risk of corruption.
The training programme is managed by the Human Resources Department.
E-REPAIR also requires that, within the first six months of hiring, and whenever considered necessary (for example after significant changes to the content of the Anticorruption Model and/or Anticorruption laws), training courses are held on this Anticorruption Model and on anti-corruption laws in order to raise awareness of the principles, commitments and their mode of implementation.
The Human Resources Department is responsible for planning the course, storing the material supplied and registering participants, as well as for keeping all information in compliance with applicable laws.
The Anti-corruption Model is available at https://www.e-repair.com/fr.
In case of violation of this Model, however, E-REPAIR applies the disciplinary actions provided for by the applicable legislation.
4.1 Personnel hiring and management
E-REPAIR governs personnel selection, hiring and management process in a way that ensures that business activities are carried out in compliance with the principles of professionalism, transparency and correctness, in compliance with the provisions of the applicable laws and regulations.
These activities will be carried out in accordance with the following principles:
- personnel must be hired based on business requirements, supported by due authorisation by parties who have decision-making powers;
- the candidates must be assessed by several people under different profiles, and the results of the entire assessment process must be adequately recorded;
- the ethical reliability of the candidates and the absence of potential or current conflicts of interest shall be checked;
- the remuneration and any bonuses must be consistent with the role, responsibilities and company policies.
4.2 Staff training
In order to spread adequate awareness and understanding of the contents of this Model, E-REPAIR, requires all its employees holding management, administration, direction and control positions to attend a mandatory anticorruption training programme. The training programme will be modulated in accordance with their positions in activities that are at risk of corruption.
The training programme is managed by the Human Resources Department.
E-REPAIR also requires that, within the first six months of hiring, and whenever considered necessary (for example after significant changes to the content of the Anticorruption Model and/or Anticorruption laws), training courses are held on this Anticorruption Model and on anti-corruption laws in order to raise awareness of the principles, commitments and their mode of implementation.
The Human Resources Department is responsible for planning the course, storing the material supplied and registering participants, as well as for keeping all information in compliance with applicable laws.
The Anti-corruption Model is available at https://www.e-repair.com/fr.
5. INTERNAL CONTROL SYSTEM, MONITORING AND IMPROVEMENT
All business activities, in addition to being subjected to specific checks carried out in the course of operations, shall be carried out in compliance with the following principles:
Monitoring is aimed at checking compliance with the Anti-corruption system as a whole, including compliance with the Anti-corruption Model. The Human Resources Department reports to the Management.
Whenever it deems it appropriate and as prescribed by company procedures, it informs the Management about significant circumstances and facts, or any urgent issued linked to the Model that emerged during monitoring activities.
The Anti-Corruption Legal Support Unit periodically reviews this Model to ensure its effectiveness.
- detection and segregation of activities/processes by implementing both organisational tools, such as the separation of tasks and responsibilities, and tools for accessing information and data, the availability of which must depend on the responsibilities assigned to the staff;
- adoption and implementation of adequate internal regulations in order to define the operating methods for significant processes and activities;
- identification of persons qualified to carry out certain control and authorisation activities and attribution of suitable powers and responsibilities in line with the assigned tasks;
- traceability of all operations performed and maintenance of accounting records and books.
Monitoring is aimed at checking compliance with the Anti-corruption system as a whole, including compliance with the Anti-corruption Model. The Human Resources Department reports to the Management.
Whenever it deems it appropriate and as prescribed by company procedures, it informs the Management about significant circumstances and facts, or any urgent issued linked to the Model that emerged during monitoring activities.
The Anti-Corruption Legal Support Unit periodically reviews this Model to ensure its effectiveness.
6. REPORTS
E-REPAIR Personnel will have to report any alleged or overt breaches of this Anti-corruption Model and/or internal and/or external regulations, ethical principles or any Anti-corruption Law, by the Company, a colleague, a freelance worker or a third party, including any unlawful requests or offers of undue payments received from them.
Reports must be sent to the Anti-corruption Unit as well as to the Supervisory Body.
The reports may be made through the following:
- anonymous form on the E-Repair website, Anti-corruption section
No disciplinary sanctions will be taken in the case of refusal by the employees to act in a way that violates this Anticorruption Model, even if this results in E-REPAIR losing business, or has a negative effect on its plans.
E-REPAIR will not tolerate any kind of retaliation against an employee who reports a suspected episode of unlawful behaviour.
The whistle-blowers are guaranteed protection against any form of retaliation, discrimination or penalisation, subject to the obligations of the law and the protection of the rights of the Company or of the individuals in the case of instrumental use or accusations made in bad faith.
7. GLOSSARY
Conflict of interests - situation that occurs when a party who has been given a certain decision-making responsibility has personal and/or professional interests that conflict with the impartiality requested by said responsibilities, which may be impaired by those interests.
Consulting - services aimed at providing a specialist opinion or professional services of an intellectual nature aimed at defining guidelines, action plans or feasibility studies to support management decisions on specific issues (for example strategic/managerial issues) considered as priorities for business development and/or corporate know-how.
Significant contact - Any direct or indirect contact relating to:
Direct corruption - act of corruption carried out directly by one individual to another.
Indirect corruption - act of corruption carried out by a third party acting on behalf of another person.
Passive corruption - action decided by anyone who directly or indirectly receives or requests or accepts promises to obtain an economic benefit or other benefit from a Public Official or private party, for themselves or for third parties, to act or refuse to act in accordance with their duties or in the exercise of their functions in breach of their official obligations or the obligation of loyalty.
Due diligence - In the anti-corruption context, it means gathering enough evidence, within legal limits, to be able to determine whether a partner complies with the Anti-corruption requirements defined by E-REPAIR with reference to the current procedure. This evaluation activity can also be carried out on a regular basis in order to gather any useful elements for the evaluation of the counterparty. Facilitation– see ‘Facilitated payment’.
Public Official this usually refers to any public official, including but not limited to elected or appointed officials; any employee or other person acting on behalf or in the name of a public official, body, agency or company performing a government function; any employee or other person acting on behalf of an entity entirely or partially held or controlled by the government; any political party, official, employee or other individual acting on behalf or in the name of a political party or any candidate for public office; any employee or person acting on behalf of a public international organisation (such as the United Nations or World Bank). This definition includes all officials and employees of companies owned or controlled, even partially, by the government, including all employees of companies and agencies owned by the government even if those companies run as private enterprises
Forensic Review - checks aimed at identifying and assessing any shortcomings in the internal control system and/or any suspicious transactions carried out by third parties with whom a relationship is about to be established.
Anti-corruption laws - Anti-Corruption Laws - include the Italian Criminal Code, Legislative Decree 231/2001 and other applicable provisions, the FCPA, the UK Bribery Act and other public and commercial law against corruption in force around the world and international anti-corruption treaties, such as the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption.
Joint Venture – an agreement between one or two companies, even from different countries, to accomplish a specific business goal, share the risks and exploit their respective skills and aimed at creating joint ventures, consortia, temporary business associations (ATI), associations, collaboration agreements or other entities, including legal entities, in which E-REPAIR holds an interest.
Gift – item given free of charge as a unilateral act without anything in return.
Facilitated payment – unofficial payments made in favour of a Public Official, in order to speed up, facilitate or ensure the performance of a routine activity or activity provided for as part of their duties by Public Officials.
Professional performance – services of an intellectual nature to be provided by third parties in order to ensure business continuity (for example, staff selection/training, technical support, IT, etc.) for which specific knowledge, skills or resources are required or not currently available in the Company, or that, according to law, shall be entrusted to third parties.
E-REPAIR procedures – E-REPAIR procedures governing business processes also in order to prevent corruption risks.
Red Flag – any circumstance or event capable of signalling a violation of the Anti-corruption laws, principles of the Anti-Corruption Model or Guidelines, in relation to a potentially risky situation.
Present – see ‘Gift’.
Social solidarity – activity free of charge carried out in favour of ‘people in need and disadvantaged groups’ in order to offer social support, health care, socio-rehabilitation support and protection of rights.
Hospitality expenses – entertainment expenses incurred (for example travel, food and lodging expenses) to host suppliers, customers or other parties, in relation to the business activities.
Entertainment expenses – provision of goods or services free of charge, resulting from relationship obligations and/or hospitality duties, on the basis of commercial practices in the industry and in relation to the business activities.
Bribery – an offer, payment, or promise of anything of value (for example, money or any other benefit) that is intended to induce the recipient to misuse his or her official position or to influence the individual in the performance of their duties and to incentive them to act dishonestly.
Third Party – a natural or legal person external to E-REPAIR (for example, suppliers, customers, etc.
Significant Third Party – any legal person or natural person, who is not an employee, who acts in the name of and/or on behalf of E-REPAIR and who could have a contact with a Public Official or a private entity when carrying out his/her job in the name of and/or on behalf of E-REPAIR (such as, partners of Joint Ventures, Consultants, legal persons involved in extraordinary transactions, etc.).
Anti-corruption Unit – unit created by the Management, responsible for providing information on Anti-corruption matters and clarifications on:
Consulting - services aimed at providing a specialist opinion or professional services of an intellectual nature aimed at defining guidelines, action plans or feasibility studies to support management decisions on specific issues (for example strategic/managerial issues) considered as priorities for business development and/or corporate know-how.
Significant contact - Any direct or indirect contact relating to:
- any relationship with a Public Official;
- investigations, inspections, permits, registrations of the public administration;
- any potential or current with a public administration or any activity that involves an administrative body or a company owned or controlled by a public administration, a political party or an international public organisation;
- any other negotiation, agreement or meeting with an administrative body or an international public organization or a Public Official, with the exception of meetings which do not involve the support of any position, if these meetings are with a Public Official who acts in his ministerial, administrative or legal capacity, and for the sole purpose of asking for an interpretation or opinion on the application of rules, the explanation of procedures, the submission of documents to the administration or legal aspects of a private operation;
- any contact with private individuals holding top positions or individuals directly subject to the management or supervision of one of the top managers within a company or consortium that may involve the giving, receiving or promising of money or other benefits, for themselves or for others, in order to perform or omit actions breaching the obligations of the aforementioned subjects, with damage to the company to which they belong;
- other similar activities.
Direct corruption - act of corruption carried out directly by one individual to another.
Indirect corruption - act of corruption carried out by a third party acting on behalf of another person.
Passive corruption - action decided by anyone who directly or indirectly receives or requests or accepts promises to obtain an economic benefit or other benefit from a Public Official or private party, for themselves or for third parties, to act or refuse to act in accordance with their duties or in the exercise of their functions in breach of their official obligations or the obligation of loyalty.
Due diligence - In the anti-corruption context, it means gathering enough evidence, within legal limits, to be able to determine whether a partner complies with the Anti-corruption requirements defined by E-REPAIR with reference to the current procedure. This evaluation activity can also be carried out on a regular basis in order to gather any useful elements for the evaluation of the counterparty. Facilitation– see ‘Facilitated payment’.
Public Official this usually refers to any public official, including but not limited to elected or appointed officials; any employee or other person acting on behalf or in the name of a public official, body, agency or company performing a government function; any employee or other person acting on behalf of an entity entirely or partially held or controlled by the government; any political party, official, employee or other individual acting on behalf or in the name of a political party or any candidate for public office; any employee or person acting on behalf of a public international organisation (such as the United Nations or World Bank). This definition includes all officials and employees of companies owned or controlled, even partially, by the government, including all employees of companies and agencies owned by the government even if those companies run as private enterprises
Forensic Review - checks aimed at identifying and assessing any shortcomings in the internal control system and/or any suspicious transactions carried out by third parties with whom a relationship is about to be established.
Anti-corruption laws - Anti-Corruption Laws - include the Italian Criminal Code, Legislative Decree 231/2001 and other applicable provisions, the FCPA, the UK Bribery Act and other public and commercial law against corruption in force around the world and international anti-corruption treaties, such as the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the United Nations Convention against Corruption.
Joint Venture – an agreement between one or two companies, even from different countries, to accomplish a specific business goal, share the risks and exploit their respective skills and aimed at creating joint ventures, consortia, temporary business associations (ATI), associations, collaboration agreements or other entities, including legal entities, in which E-REPAIR holds an interest.
Gift – item given free of charge as a unilateral act without anything in return.
Facilitated payment – unofficial payments made in favour of a Public Official, in order to speed up, facilitate or ensure the performance of a routine activity or activity provided for as part of their duties by Public Officials.
Professional performance – services of an intellectual nature to be provided by third parties in order to ensure business continuity (for example, staff selection/training, technical support, IT, etc.) for which specific knowledge, skills or resources are required or not currently available in the Company, or that, according to law, shall be entrusted to third parties.
E-REPAIR procedures – E-REPAIR procedures governing business processes also in order to prevent corruption risks.
Red Flag – any circumstance or event capable of signalling a violation of the Anti-corruption laws, principles of the Anti-Corruption Model or Guidelines, in relation to a potentially risky situation.
Present – see ‘Gift’.
Social solidarity – activity free of charge carried out in favour of ‘people in need and disadvantaged groups’ in order to offer social support, health care, socio-rehabilitation support and protection of rights.
Hospitality expenses – entertainment expenses incurred (for example travel, food and lodging expenses) to host suppliers, customers or other parties, in relation to the business activities.
Entertainment expenses – provision of goods or services free of charge, resulting from relationship obligations and/or hospitality duties, on the basis of commercial practices in the industry and in relation to the business activities.
Bribery – an offer, payment, or promise of anything of value (for example, money or any other benefit) that is intended to induce the recipient to misuse his or her official position or to influence the individual in the performance of their duties and to incentive them to act dishonestly.
Third Party – a natural or legal person external to E-REPAIR (for example, suppliers, customers, etc.
Significant Third Party – any legal person or natural person, who is not an employee, who acts in the name of and/or on behalf of E-REPAIR and who could have a contact with a Public Official or a private entity when carrying out his/her job in the name of and/or on behalf of E-REPAIR (such as, partners of Joint Ventures, Consultants, legal persons involved in extraordinary transactions, etc.).
Anti-corruption Unit – unit created by the Management, responsible for providing information on Anti-corruption matters and clarifications on:
- the contents of the Model and the Guidelines and the anti-corruption laws in force in Italy or in the country in which the Group operates;
- the application of the provisions contained in the Model and in the Anti-Corruption Guidelines also with respect to the Anti-corruption provisions in force in the country where it operates.