CODE OF ETHICS FOR ALL EMPLOYEES, OFFICERS AND DIRECTORS OF COIPA ITALIA SpA
The Board of Directors of COIPA ITALIA SpA (the “Company”) has developed and adopted this Code of Ethics applicable to all Employees, Officers and Directors of the Company and its subsidiaries (collectively referred to in this Code as “Employees”) to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, and compliance with applicable governmental rules and regulations.
EXECUTIVE SUMMARY OF CODE OF ETHICS
The Code of Ethics of COIPA ITALIA SpA is based of six fundamental rules and principals, and in particular:
1) Honest, Lawful and Ethical Conduct;
2) Conflict of Interest and Corporate Opportunity;
3) Compliance and Disclosure;
4) Financial Reporting;
6) Health and Safety.
The COIPA ITALIA SpA Board of Directors (the “Board”) has the responsibility to supervise the management of the business and affairs of the Company. The fundamental objectives of the Board are to enhance and preserve long-term shareholder value, to ensure that the Company operates in a reliable, safe manner and meets its obligations on an ongoing basis. The Board is accountable to and shall consider the legitimate interests of its shareholders and other investors such as government authorities, employees, contractors, customers communities and the public. The Board, shall set the standards of conduct for the enterprise, provide direction and oversight, approve strategic plans and evaluate the performance of senior management.
B. DUTIES AND RESPONSIBILITIES
1. Legal Requirements:
The Board has the responsibility to ensure that legal requirements have been met and documents and records have been properly prepared, approved and maintained. The Board has the statutory responsibility to exercise the powers of the Company directly or indirectly through the employees and agents of the Company; The directors in exercising their powers and discharging their duties must:
i. act honestly and in good faith with a view to the best interests of the Company; and
ii. exercise the care, diligence and skill that reasonably prudent people would exercise in comparable circumstances.
iii. the approval of interim and annual financial statements of the Company; and
iv. the adoption, amendment or repeal of the constating documents of the Company.
The Board has constituted and delegated certain of its duties and responsibilities to the following committees of the Board:
– Technical Board
– Advisory Board
– Corporate Governance, and
The scope, duties and responsibilities of which are mandated in their respective terms of reference.
2. Strategy Determination
The Board has the responsibility to ensure there are long-term goals and a strategic planning process in place for the Company and to participate with management directly in developing and approving the strategy by which it proposes to achieve these goals. The Board also has the responsibility for considering the annual operating budget including ensuring that it reflects the agreed upon strategies.
The Board of COIPA ITALIA SpA and its committees have the responsibility to identify and understand the principal risks of the business in which the Company is engaged, to achieve a proper balance between risks incurred and the potential return to shareholders, and to ensure that there are systems in place which effectively monitor and manage those risks with a view to the long-term viability of the Company.