code of Ethics - SIFIN

Sifin S.r.l.
Code of Ethics
Approved by the Board of Directors on 10th September 2009
Preliminary remarks
To protect the company’s reputation and credibility acquired over time, Sifin s.r.l. finds it necessary
to specify in their code of behaviour the principles of honesty and consistency distinguishing the
company and to remind all internal and external staff to comply with those principles in order to
create a common Company culture aimed at reaching the best economic result in compliance with
ethical and moral principles, as well as with the existing regulation concerning administrative
responsibility pursuant to article 231/01.
For the said reasons, Sifin s.r.l. decided to adopt a Code of Ethics, approved by the Board of
Directors on the meeting of 10th September 2009. This Code of Ethics sets forth all the rights,
duties and responsibilities of Sifin with regard to all the people with whom it has a relation to
achieve its corporate objective (assignor creditors, assigned debtors, warrantors, credit institutes
and financial institutions, suppliers, employees, collaborators, shareholders, audit committees,
institutions); it is therefore a directive with rules of conduct and behaviour which have to be kept in
mind in everyday work, so that they become a cultural background for every Company
representative, at any level.
The Code of Ethics establishes consistent behaviours for management and other collaborators,
that is to say actions not contrasting with corporate ethical principles. Every director, auditor,
employee or external collaborator shall observe all provisions included in this Code of Ethics in the
exercise of their duties, or while representing Sifin within other companies, associations and bodies
of different nature.
Sifin s.r.l. hopes that the Code of Ethics contributes to create a larger cohesion among its staff so
that it is aware, while exercising its duties and responsibilities, of the importance of achieving
company objectives in any situation, with fair and honest methods. The Code of Ethics is
susceptible to modifications and integrations following internal and external changes within the
Company, as well as the acquisition of experience over time subject to the basic ethical and moral
principles.
Sifin commits itself to spread this Code of Ethics among all the people, directly or indirectly
concerned, and to notify with the most appropriate means any update and/or variation to it.
1. Company values and main rules of behaviour
In line with the reputation acquired by exercising its business activity with professionalism and
reliability, Sifin s.r.l. wants to make a name for itself both in Italy (where 100% of its factoring
business is carried out) and abroad (where some financial institutions working with Sifin in
managing credits in the healthcare industry are located) thanks to the transparency of its actions
and to the quality of its services.
Sifin s.r.l. intends to achieve the best economic result with medium and long-term company
strategies, and particularly wants to create stable value for its shareholders. These goals are
achieved with an appropriate amount of resources, fostering their professional growth according to
fair and ethical behaviours, in compliance with corporate rules, always keeping an eye on cost and
time optimization.
Sifin s.r.l.’s activities are carried out:
 following the principles of sound and prudent management to be a stable, reliable and
transparent company, open to innovation, interpreting the ever-changing needs of
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customers, focusing on the needs of shareholders, interested in better developing and
using human resources as well as in a more efficient company organization;
pursuing the company interests in a competitive way, obeying laws and regulations, and
with fair and loyal behaviours;
safeguarding the company’s reputation and assets.
In line with these principles, the entire staff shall adopt an ethical behaviour when interacting with
colleagues, suppliers, public institutions, competitors and so on. Therefore, any illegal or unethical
behaviour shall not be tolerated pursuant to Legislative Decree n. 231/101 regulating company
administrative responsibility.
The Code of Ethics thus represents the “Constitutional Chart” of moral inspiration of the
Company aiming both at informing and training employees and collaborators.
2. Final recipients of the Code of Ethics
The rules of the Code of Ethics shall be applied to all Company employees and collaborators
working at any level to achieve the corporate goals within the relations they established with the
Company itself .
The principles of the Code shall guide the members of the Company’s Board of Directors in any
decision or action taken in relation to company management; similarly, the executives shall be
inspired by the same principles in the exercise of their duties within the Company.
All Sifin s.r.l’s employees and collaborators shall observe the rules set forth in this Code without
contrasting with the Code itself.
3. Company organization
Sifin s.r.l. will do its best to continuously improve its operations and procedures for a greater
efficiency in corporate management.
The structure will adapt business processes to reach the highest operational efficiency ever. Every
change made to the efficiency of the corporate system shall be communicated to all the staff
concerned. Employees can make proposals for improvement with regard to work organization,
support operational tools and the range of services provided.
The Company has established a set of Internal procedures defining the fields of action, functions,
duties and skills of the organizational units.
4. Staff relationships
4.1 Rights of staff
Sifin’s top management is committed to ensure that every manager adopts a fair behaviour
towards its collaborators, thus fostering professional growth and a work environment based on the
principles of honesty and loyalty. In compliance with decree n. 231/01, the Top Management
commits itself to safeguard all employees and collaborators by referring unfair behaviours and/or
the commission of crimes.
All staff to be employed is assessed according to the matching of the profiles required by the
Company, testing professional and aptitude aspects of applicants, which could be developed in
playing a specific role within the company organization.
According to its possibilities, the Company is committed to take care of the training of all
employees and to boost their participation in refresher courses and training programmes so that
individual capacities and ambitions can be fully achieved while reaching corporate goals.
4.2 Duties of staff
Sifin’s staff, in exercising its tasks and duties, shall:
1. refrain from taking decisions contrasting with:
a. the interests of the Company or that are, in any case, incompatible with the
observance of office duties;
b. internal and external rules;
c. the provisions of Audit Committees.
2. Refrain from taking any decision, or adopting a behaviour, which could lead to illicit
conducts, especially referring to those set forth in decree n° 231/01.
3. Show sensitivity and respect towards other colleagues and refrain from behaving rudely or
offensively.
4. Avoid any form of discrimination based on one’s race, nationality, gender, age, physical or
psychological disabilities, political or union opinions, philosophical orientations or religious
beliefs. Physical and psychological harassment is not tolerated by the Company, under any
form.
5. Company structures, involved at any title in the management of risks related to work health
and safety, as well as all employees are bound to adopt and comply with all the provisions
included in the regulation for health and safety at work. If said regulations are not applied,
the Company will promptly take sanctions against any liable employee.
4.3 External relations
All employees and/or external collaborators shall refrain from promising or having a third party
promise, in any case even if they are subject to illicit pressures, the transfer of money or assets in
any other form or way, even indirect, to promote or foster the Company’s interests.
Employees and collaborators cannot accept gifts or money or benefits of any type coming from
customers or other people with which the Company has a business relation, unless they are
symbolic gifts having a commercial value (retail market price) lower than 100.00 EUR (one
hundred/00); however, regardless the value of the gift, fee or benefit, it is necessary to avoid any
form of pressure or mutual aid.
4.4 Confidentiality of information and data
All company employees and/or collaborators, particularly those who, among their duties, gather
and process personal information, especially sensitive and legal information pursuant to law n°
196/03 on the protection of personal information, shall consider confidentiality as a vital principle in
exercising their duties within the company, being it a fundamental principle for company’s
reputation and reliability towards customers. Therefore, they have to strictly observe the said
principle, even after interrupting their employer-employee relationship.
The management of the so-called price-sensitive information (i.e. information and documents being
not common knowledge which are suitable, if made public, to have a remarkable impact on the
price of services/products provided or on the Company’s business activities) and businesssensitive information (i.e. information and documents concerning products, projects and
organization of the company) is carried out as set forth in the applicable regulation and, however,
in a way not to undermine the company value.
All external and/or third-party communications are exclusively made by Top Management (CEO,
Effective Members of the Board of Directors). The recipients of this Code of Ethics shall avoid any
behaviour favouring “insider trading”. Without Top Management’s prior authorization, staff shall
refrain from making declarations, giving interviews or providing news to the press, or to other mass
media or third parties, concerning the Company’s business or its organization.
Any corporate communication to members, creditors and any other third-party made by authorized
personnel shall observe the criteria of truthfulness, transparency and uprightness.
5. Conflict of interests
All employees, collaborators and, in general, those who work on behalf of Sifin, shall avoid any
potential situation of conflict of interests. Therefore, employees and collaborators are bound to
avoid any situation and refrain from carrying out any activity which might oppose a personal
interest to those of the Company or which might interfere and hamper the capacity of taking
decisions, impartially and objectively, in the Company’s interest.
As a consequence, all employees and collaborators shall exclude any possibility to overlap or mix,
by taking advantage of their position within the company, business activities related to personal
and/or family interests with the duties exercised within the company.
Examples of conflicts of interests are: the use of information acquired during the working hour to
one’s own advantage or to a third-party advantage, contrasting with the Company’s interests; the
acceptance of money, favours or other benefits from people having a relation of any kind with Sifin;
carrying out actions, signing agreements and acting in a way that could cause, directly or indirectly,
a damage to Sifin, also in terms of reputation and/or credibility on the market, and so on.
Any situation of conflict of interests shall be promptly referred to the Top Management (CEO,
Effective Members of the Board of Directors) so that its existence and extent can be assessed and
its impact reduced. The pursue of interests contrasting with those of the Company and/or the
concealment of a conflict of interests may be prejudicial, on account of the specific situation and of
the consequences of such behaviour, to the trust relation with the employee or the collaborator.
6. Recording of company facts
All Company’s activities shall be included in an appropriate documentary record. Documents shall
always be available as for:
1. the process underlying a decision, an authorization and or the execution of an operation;
2. the people who have authorized, executed, recorded and verified the said operation.
7. Customer relationship
The activity of commercial development shall be carried out in compliance with the right economic
principles, within the appropriate market situation and according to a fair competition with the other
companies pursuant to the applicable laws and regulations.
Having said this, all customer relationships shall be based on:
 a total transparency and honesty;
 the observance of existing provisions, with particular reference to the law against moneylaundering, usury, the principles of transparency, confidentiality and those approved by the
Audit Committee;
 the freedom towards any form of influence, both internal and external.
Sifin S.r.l. builds business relations with customers meeting the criteria for personal and
commercial reliability.
There should not be exceptions to specific customers or types of customers; however, no
relationships should be maintained, directly or indirectly, with companies known or suspected to be
part of criminal organizations or illegal in any way. The company also commits itself to carefully
implement all the crime prevention actions required by law.
With specific reference to articles 25 quater, 25 quinquies and 25 octies of decree 231/01, all the
people acting on behalf of the Company, including external consultants, shall comply with the
obligations concerning the protection of the community from terrorism, arms and drugs trafficking
and money laundering.
The leading principles that the recipients of this Code are bound to follow within their customer
relationships are the following: professionalism, ability, availability, fairness and politeness.
8. Supplier relationships
Pursuant to the Legislative Decree 231/01, Sifin selects its own suppliers after assessing their
reliability and fairness in business conditions. It purchases goods and services according to
objective evaluations focused on competitiveness, usefulness, price, uprightness, capability to
grant an effective and permanent support.
The collaborator shall not accept money or goods of any type or of symbolic value and of
commercial value (retail market price) higher than 100.00 EUR (one hundred/00).
9. Relation with Public Administration
It is strictly prohibited to adopt, help or maintain a behaviour which, individually or collectively,
integrate, directly or indirectly, the type of crime against Public Administration as established in
articles 24 – 25 of decree n° 231/2001.
It is strictly prohibited, as regards crimes pursuant to articles 24 and 25 of decree n°231/01, to
promise or offer to public officials, or to employees of Public Administration or Public Institutions,
payments or fees or goods of any type to promote or favour the interests of the Company in order
to obtain, facilitate or pay a decision, the execution of regular actions or in contrast to the duties of
Public Administration. The said behaviours are also prohibited if they are aimed at favouring or
damaging a party in a civil, criminal or administrative trial and at creating a direct or indirect benefit
for the Company.
All relations in Public Administration shall be based on the full observance of applicable laws and
regulations.
All relations in Public Administration and public institutions are exclusively held by competent
subjects and shall comply with the principles of care, transparency, honesty as well as fairness and
uprightness.
It is forbidden to grant benefits of any type (money, hiring promises, etc.) to Italian or foreign Public
Administration’s representatives, or to their relatives, to receive special conditions in the execution
of any business activity which could impact on their objectivity and impartiality or ensure any
advantage for the company.
It is forbidden to give out gifts and make favours or grant hospitality to public officials, unless it is
within the limits of little value and in a such a way not to compromise the reliability or the reputation
of one of the parties or not to be interpreted, by an impartial observer, as intended to improperly
acquire benefits.
It is also prohibited to receive money, gifts or any other benefit or accept the promise, by anybody
who wants to relate with the Company, to receive an unlawful treatment in violation of the
regulation or the provisions set forth by the Company directors or a more favourable condition than
the normal ones.
It is also explicitly forbidden to evade the said prescriptions by asking for help or contributions that,
under the form of sponsorships, jobs, consultancy, advertising and so on, have the same goals
prohibited in this Code.
Anyone who receives explicit or implicit requests of benefits of any nature or offers of benefits by
the Public Administration shall immediately interrupt any relation and inform his/her superior up to
the CEO or the Board of Directors in case of a Director.
All fraudulent behaviours aimed at misleading Italian or foreign public officials or public
representatives even with stratagems or cheat, and at ensuring the Company an illicit profit
causing damage to somebody else, are strictly forbidden.
The said illicit profit can be both direct and indirect and can include contributions, financing and
other sums granted by the Government, Public Bodies or EU Authorities. By stratagems or cheat
we mean any simulation or concealment made up to mislead people.
It is forbidden to adopt collusive behaviours intended to hinder or limit the control by the Monitoring
Authority or by public officials during inspections and to avoid prejudice such as those resulting
from the implementation of sanctions (tax auditing, accident prevention, etc.).
It is also prohibited to pay sums or grant facilitations to External Collaborators and Partners whose
activity is not justified by their contractual relationship, as well as to pay sums to these latter
without an appropriate justification in relation to the type of task to be implemented and to the
procedures existing at local level.
It is prohibited to make false declarations to national, local, EU bodies to obtain public grants and
facilitated contributions or financing.
It is also forbidden to show false documents/false or forged data, to steal or omit important
documents and information to attract the favours of Public Administration.
It is strictly forbidden to alter in any way the operation of every computer-related system or to
illegally act to the detriment of the Government or of a Public Body. For example, it is forbidden to
produce documents stating inexistent facts and circumstances or to modify fiscal and social
security information of the Company, which were previously sent to Public Administration.
Every relation with public officials or public representatives in the field of the activities that are at
risk of crimes against Public Administration shall always be documented and followed up. The
Monitoring Body shall, at any time, freely access all the documents concerning the relations
between the Company and public officials or public representatives.
10. Relations with political and trade-union organizations
The principles of transparency, objectivity and uprightness shall characterize the relations between
the company and the political and trade-union organizations. The relations with these latter intend
to favour a good exchange, without any discrimination or difference of conditions.
The Company does not accept the grant of direct or indirect contributions, in money, nature or in
any other form to political parties, movements, committees and political and trade-union
organizations, nor to their representatives, which could in any way be led to the company
intentions.
11. Corporate Crimes
All top managers and, in particular, Directors, CEO and Auditors, are bound to observe what
follows (with regard to their field of action):
1. interdiction of reporting false news within financial statements, reports or other corporate
communications addressed to the partners or to the public at large, also by means of mere
evaluations, that is to say omitting information on the economic, balance or financial state
of the company, the communication of which is mandatory by law, in such a way to mislead
the recipients of said communication and cause a property damage to shareholders and
creditors of the Company itself;
2. interdiction of making up the majority of the assembly with false or fraudulent acts;
3. interdiction, in the communications to the Monitoring Authorities pursuant to the law, of
reporting unreal tangible facts, or subject of evaluation, on the economic, balance or
financial state of the subjects monitored or concealing with other fraudulent means, in
whole or in part, facts concerning the said state, which should have been reported. It is also
forbidden, even avoiding required communications, to hamper the duties of the Monitoring
Authority;
4. interdiction of avoiding or hampering the execution of monitoring or auditing activities
legally assigned to the Partners, and other Corporate bodies or to Audit Companies, even
by concealing or altering accounting documents or by using other similar stratagems;
5. interdiction of assigning, even through fictitious acts, the appointments to partners or
freeing them from their obliged execution, except the cases of legitimate reduction in
Capital Stock;
6. interdiction of dividing profits or advance profits not effectively obtained or used, by law, as
a reserve and neither dividing reserves, even not made up of profits, which cannot be
assigned by law;
7. interdiction of purchasing or undersigning, except the cases admitted by law, shares or
corporate shares causing a damage to the integrity of Capital Stock or of the reserves not
dividable by law;
8. interdiction of reducing the Capital Stock or merging with other Companies or divisions
causing a damage to the creditors, in violation of the legal provisions protecting creditors;
9. interdiction of forming, even partially, or fictitiously increasing the Capital Stock by
assigning shares or corporate shares for sums lower than the nominal value, mutual
undersigning of shares or stock, overrating of goods or credits or of assets in case of
transformation;
10. anybody who implements procedures bearing a conflict of interests, on its behalf or on
behalf of a third party, is bound to report it to the Board of Directors or to the Audit
Committee, pursuant to what set forth by law with regard to Directors’ interests.
11. The company also condemns any fraudulent or elusive behaviour aiming at implementing
actions or omissions that, even if apparently legal, intend to reach illegal goals and results.
12. Computer-related offences
It is strictly prohibited to conceive, support or adopt behaviours that, in whole or in part, belong,
directly or indirectly, to the list of computer-related offences according to law 231/2001, including
all the crimes committed in any way through a computer-related system.
13. Disciplinary System
Sifin is committed to be on the watch to avoid any violation of this Code of Ethics as well as to
properly sanction all behaviours not complying with the existing directives, by adopting the
disciplinary measures established by collective bargaining.
Employees are informed about the existing disciplinary measures by open publication on –
R:\Comune|REGOLAMENTI – and by memos to the staff.
Sifin’s disciplinary system concerns all the categories of people listed in this Code according to the
main rules of reference sanctioning the relevant contractual relations: top manager positions;
employees under the direction or supervision of somebody else; workers linked to Sifin by
collaborations or commercial relations.
The disciplinary system of Sifin is different from and separated by the criminal law system. Sifin is
entitled to apply, after thorough evaluation by the Monitoring Authority, the most appropriate
disciplinary sanctions according to the cases in point, since these do not have to coincide with the
assessments of the criminal judge, considering their independence.
14. Code of Ethics violation
In case of violation of the Code of Ethics, Sifin takes – toward the culprits of said violations –
disciplinary measures which can even include the dismissal of perpetrators.
Any violation or suspected violation shall be reported in writing and anonymously to the Board of
Directors or the Audit Committee, which will proceed to analyze said report and to inform the
Management about the appropriate sanctions to be applied.
15. Code of Ethics spread
Sifin intends to inform the entire staff about the Code of Ethics by using the appropriate means,
takes care of its updating and ensures its observance by implementing, if necessary, the most
adapted disciplinary measures according to the type of relation existing with the responsible for
violations.
A copy of this Code of Ethics shall be delivered by the managers of the involved company structure
to every person bound to observe it and/or make it observe it.
16. Glossary
Public Body: : Juridical subject through which Public Administration carries out its administrative
activity. Public bodies pursue goals of general interest.
Public Administration Any public body, self-governed administrative agency, physical or juridical
person acting as public official or public representative.
Public Official: Subject exercising a legislative, judicial or administrative public function. The
administrative function may be public if it is ruled by norms of public law and official acts and is
characterized by the will of Public Administration thanks to official or certification powers.
Public representative The person who, at any title, provides a public service, that is to say an
activity ruled in the same way as a public function, but without the exercise of official or
certification powers.
Top Management: We mean by that the General Management made up of the CEO and the
members of the Board of Directors working within the company.
External collaborators: People linked to the company by a contract of external collaboration
combining a power of representing the company with a contract work. (such as agents and
consultants; on the other hand, the activity carried out by credit mediators may not always be
included in a contract work).