1. INTRODUCTION
1.1 Under Italian Legislative Decree 231/01, the administrative and criminal liability of legal entities whose employees or managers commit the crimes identified in such Decree was introduced into the Italian legal system.
1.2 In accordance with such legislation, and convinced that ethics in the pursuit of the business mission are essential to the success of the company, Subaru Italia S.p.A. has prepared this Code of Ethics both to prevent any participation in criminal conduct by its employees, contractors, partners or directors, and to reaffirm that all the activities it performs must be characterized by honesty, integrity and good faith, compliance with the law, and respect for the rights of third parties, employees, shareholders, business and financial partners, and in general anyone participating in its activities, referred to collectively herein as the recipients of this Code of Ethics.
1.3 Therefore, the employees of Subaru Italia S.p.A., without distinction or exception, and those whose dealings with the company could bring about the crimes contemplated by Legislative Decree 231/01, are required to abide by the principles stated herein, bearing in mind that the company’s interests and the pursuit of the company’s objectives will never justify any conduct in contrast with such principles or with the policies that regulate the company’s business activities, and that the policies take into account the contents of this Code of Ethics.
1.4 This Code of Ethics contains the guiding principles of ethical behavior with which all recipients must comply within the scope of their responsibilities and in relation to the positions they hold. The Code of Ethics will be made known to each member of the Board of Directors and Board of Statutory Auditors, all employees and all those who establish relationships with Subaru Italia S.p.A., through specific communication activities.
1.5 The Code of Ethics is subject to amendments and additions in response to changes within and outside the company, in order to ensure consistency between the information and the behavior required.
2. ETHICAL VALUES
2.1 Ethical principles represent the fundamental values that the Code of Ethics recipients must adopt while pursuing the company’s objectives. They are of primary and absolute importance. Subaru Italia S.p.A. undertakes to:
For such purposes, Subaru Italia S.p.A. undertakes to:
3. RECIPIENTS
3.1 The recipients of this Code of Ethics are the company’s boards, personnel, customers, suppliers, contractors, external consultants, public entities and shareholders. The company encourages wide distribution of the Code of Ethics to the recipients and the correct interpretation of its contents, and supplies the most appropriate tools to facilitate its application.
PRINCIPLES OF ETHICAL BEHAVIOR
3.2 COMPANY BOARDS
3.2.1 Aware of their responsibility and duty to comply with laws, by-laws and supervisory rules, the company boards shall maintain autonomous and independent conduct with respect to public institutions, private individuals, business associations and political parties, and shall supply the proper information needed for internal and external controls. They shall evaluate situations of conflict of interest and incompatibility of functions, duties or positions within or outside the company, and act toward them fairly, with integrity, and with a full sense of responsibility.
3.3 PERSONNEL
3.3.1 Human resources constitute an essential asset of the company, and their development is essential to achieving the company’s objectives. The company shall enhance the merit and development of professional skills, and forbids discriminatory practices in recruiting, hiring, training, management, career growth and pay. It shall also ensure an adequate informational, training and awareness-raising program.
3.3.2 All personnel of Subaru Italia S.p.A. shall:
3.3.3 All personnel is required to provide timely information to their superior, and the superior is required to inform promptly the Supervisory Board of it according to the established procedures (or the personnel shall report directly to the Supervisory Board if the superior is absent or involved, or as warranted by the circumstances) when (including but not limited to the following):
3.4 CUSTOMERS
3.4.1 Customers are an integral part of the company’s assets. In order to strengthen customers’ loyalty and esteem, it is essential that all customer relations be characterized by honesty, willingness, transparency and professionalism, and that all assistance be provided to help them make informed and shared decisions, without any kind of force.
3.4.2 In order to safeguard its business reliability and prestige, Subaru Italia S.p.A. shall:
3.5 SUPPLIERS
3.5.1 Suppliers are selected on the basis of their professionalism and competence, according to an objective and transparent selection process, to protect the interests of the company. In any event, their selection process shall take into account:
3.5.2 In its supplier relations, Subaru Italia S.p.A. shall abide by the principles of fairness, professionalism, efficiency, reliability and dependability. It shall be willing to seek amicable solutions to any issues that should arise, for the purpose of coming to a settlement.
3.5.3 The obligation to abide by the Code of Ethics principles must be expressly mentioned in all supply contracts, and any failure to comply with such principles will be penalized with Subaru Italia S.p.A. having the right to terminate the contract on the basis of the centrality of what is foreseen therein.
3.5.4 In order to ensure the utmost transparency and efficiency in the purchasing process, Subaru Italia S.p.A.:
3.6 CONTRACTORS AND EXTERNAL CONSULTANTS
3.6.1 In selecting contractors and external consultants, Subaru Italia S.p.A. shall:
3.7 PUBLIC ENTITIES
3.7.1 The behavior of Subaru Italia S.p.A.’s company boards and personnel toward public entities shall be inspired by the utmost honesty and integrity and by the observance of fair business practice laws, with no conditioning of the counterparty’s decisions to influence decisions benefiting Subaru Italia S.p.A. or to demand or obtain preferential treatment. Implementing demands by public entities intended to subordinate decisions and actions to benefit the company and awards of any kind are also prohibited.
3.7.2 Unlawful payments made directly by Italian entities or by their employees, and unlawful payments made through intermediaries acting on behalf of such entities in Italy and abroad, are considered acts of corruption.
3.7.3 If the entity uses a consultant or a third party to represent it in dealings with public entities, it must ensure that no conflict of interest exists.
3.7.4 Dealings with public entities are handled by the company representatives designated for such purpose. All documentation summarizing the procedures by which Subaru Italia S.p.A. came into contact with public entities must be duly gathered and retained.
3.7.5 If episodes of explicit attempts to violate or evade the principles described above should occur, employees have the duty to promptly inform their superior (or directly the Supervisory Board if the superior is absent or involved, or as warranted by the circumstances), who will promptly inform the Supervisory Board.
3.7.6 In any event, during business negotiations or commercial or other dealing with public entities, either in Italy or in other countries, Subaru Italia S.p.A. undertakes to:
3.7.7 Acts of business courtesy, such as gifts or forms of hospitality, or any other type of benefit (even in the form of a donation), are allowed only when of a low value and when they do not compromise the integrity or reputation of the parties concerned, and when they are consistent with the purposes. Such acts must always be authorized in advance and suitably documented, and must not be capable of being interpreted, by an impartial third party, as intended to improperly obtain benefits or favors.
3.8 ANTITRUST – AUTHORITIES
3.8.1 Subaru Italia S.p.A. complies fully with the antitrust legislation and the authorities that regulate the market. The company does not deny, conceal or delay any information requested by antitrust authorities and other regulatory bodies during their investigations, and fully cooperates in investigative procedures.
3.8.2 To ensure the utmost transparency, Subaru Italia S.p.A. undertakes to avoid conflicts of interest with the employees of any authority and their family members.
3.8.3 No employee or contractor shall ever presume to be able to ignore the antitrust regulations and shall consider them to be in the interest of the company. No one in the company has the authority to issue orders or directives that are in contrast with such policy. Employees shall abide by the antitrust laws of the countries in which the company operates. Employees are prohibited from entering into “reciprocity contracts” to purchase products and services from suppliers.
3.8.4 The company recognizes that at times doubts could arise about the proper interpretation of laws and regulations; in such event, employees and contractors must request the opinion of the head of the legal affairs department through the appropriate channels.
3.9 POLITICAL AND TRADE ASSOCIATIONS
3.9.1 Dealings with political and trade associations are handled by the specifically designated functions with the utmost transparency and independence.
3.9.2 No awards or benefits of any kind may be given either directly or indirectly to political parties or political or trade movements, committees or associations, or to the representatives and candidates thereof, which could be traced back to the company’s intention to support them.
3.10 THE MEDIA
3.10.1 Dealings with the press and the mass media in general are handled exclusively by the function designated by the internal rules, upon authorization. All information concerning the company must be true and comply with the current laws and regulations.
3.10.2 Employees who show up at public meetings or demonstrations are required to do so exclusively in a personal capacity, and they must not use the company name or trademark without express authorization.
3.11 THE COMPETITION
3.11.1. It is Subaru Italia S.p.A.’s style to avoid negative comments and opinions about the competition, as it prefers fair comparison on the basis of the quality and transparency of the products and services offered. Subaru Italia S.p.A. accepts no conduct that could be understood as unfair competition, as defined and understood by Italian and EU legislation, and therefore does not allow any conduct that directly or indirectly or through third parties – natural or legal persons – is aimed at evading the legislation established to regulate competition.
3.12 GRANTS AND SPONSORHIPS
3.12.1 Sponsorships may regard social, environmental, sports, entertainment and artistic topics. In selecting the proposals to accept, Subaru Italia S.p.A. pays close attention to any potential personal or company conflict of interest.
4 SUPERVISORY BOARD AND CODE OF ETHICS
4.1 For the purpose of fully complying with and interpreting the Code of Ethics, the recipients may refer to their direct superiors or, non-anonymously, to the Supervisory Board.
4.2 The Supervisory Board is responsible for:
4.3 No employee or manager has the authority to approve exceptions to the rules contained in this Code of Ethics. The conviction of acting to benefit Subaru Italia S.p.A. shall not justify in any way whatsoever the adoption of behavior that contrasts with all the principles laid down herein.
4.4 Failure to comply with the Code of Ethics shall result in the application of one of the measures listed in the disciplinary code.
Text approved by the Subaru Italia S.p.A. Board of Directors on 6/12/2019 and enclosed with the general meeting minutes.