Code of ethics

February 2014

  CODE OF ETHICS

 BOING SpA

 

PREMISE

SECTION I – GENERAL CONSIDERATIONS

Art. 1 – Application and interested parties

 

SECTION II – PRINCIPLES AND VALUES

Art. 2 – General principles and values

Art. 3 – Communication, diffusion and implementation

Art. 4 – Responsibilities

Art. 5 – Correctness

Art. 6 – Conflicts of interest

Art. 7 – Confidentiality

Art. 8 – Privileged information

Art. 9 – Fairness, non-discrimination, equal opportunities

Art. 10 -  Integrity and protection of the individual

Art. 11 – Intellectual/industrial property

Art. 12 – Use of company property and equipment (including email, etc.)

Art. 13 – Accounting controls and transparency

Art. 14 – Anti-recycling

Art. 15 – Protection of the individual

 

SECTION III – BUSINESS CONDUCT

Art. 16 – Business relations

Art. 17 – Protection of competition

Art. 18 – Relations with suppliers

Art. 19 – Relations with institutions

 

SECTION IV – HEALTH, SAFETY & ENVIRONMENT

Art. 20 –  Health and safety in the workplace

Art. 21 – Environmental protection  

 

SECTION V – PENALTIES FOR NON-COMPLIANCE

Art. 22 – Violations and penalties

  

SECTION VI – FINAL PROVISIONS

Art. 23 – Approval and modifications

 

 

                       

BOING SPA 

CODE OF ETHICS

  

Premise

The group of companies which includes Mediaset SpA and its Italian subsidiaries (or companies directly or indirectly controlled by Mediaset SpA) and other bodies or associations related to the same (hereinafter, collectively, the “Mediaset Group”) and the group of companies including Turner Broadcasting System Europe Ltd. and its Italian subsidiary Turner Broadcasting System Italy Srl (hereinafter, collectively, the “Turner Group”) are among the main commercial television groups (hereinafter, collectively, the “Groups”) exercising joint control over the company Boing SpA (hereinafter “Boing” or the “Company”).

In the conduct of their activities, the Groups respect current laws and regulations in the legal systems of all the countries in which they operate and act in accordance with the principles of fairness, honesty, responsibility, freedom, human dignity and respect for diversity, repudiating all discrimination based on sex, race, language, personal and social conditions, religious and political beliefs.

To this end, the Groups aim to create a work environment that, based on respect, fairness and cooperation and on the basis of experience in the various fields of competence, facilitates the involvement and empowerment of employees and contractors, with regard to the specific objectives of the company and how they are to be achieved.

In the context of the increasing importance attributed to corporate governance, the Company considered it essential to adopt a code of ethics (the “Code” or “Code of Ethics”), with the aim of clearly defining the values and responsibilities that the Company and Groups recognise, accept and share.

In the context of the Mediaset Group, the Code of Ethics is, among other things, a fundamental component of models of organisation, management and control adopted by the companies of the same pursuant to Legislative Decree 231/01 (hereinafter “Organisational Models 231”) and the Group’s overall system of internal control, in the conviction that ethical business conduct is to be pursued as a condition of success. From this perspective, the principles and values expressed in the Code of Ethics constitute the first line of defence on which the Organisational Models 231 adopted by the Mediaset Group companies are based, as well as a useful reference point for interpretation in the practical application of the same in relation to the dynamics of the company.

The Company ensures the spread and information of the provisions of the Code of Ethics and its application to the subjects to which it refers, so that all those involved - in any capacity - for the Company conduct their business and/or tasks or functions in strict observance of the principles and values contained therein. 

 

SECTION I – GENERAL CONSIDERATIONS

 

Art. 1 - Application and interested parties

1. The provisions of the Code of Ethics express the fundamental principles and values that guide the Company and exemplify the general duties of diligence, honesty and fairness that characterise the performance of duties and behaviour in the workplace.

2. The principles and provisions of the Code of Ethics are binding on the directors (“Directors”) and auditors (“Auditors”), all the people bound by an employment contract with the Company (“Employees”) and for all those who work for/with the same, whatever the relationship, also on a temporary basis, that binds them to the same (such as, but not limited to, “Contract staff”, “Suppliers”, etc..). All such persons covered by this Code of Ethics are hereinafter jointly referred to for brevity as “Interested parties”.

 

SECTION II – PRINCIPLES AND VALUES

  

Art. 2 – General principles and values

1 . The Code of Ethics is a set of principles and values, compliance with which is of fundamental importance for the correct functioning, reliable management and image of the Company. The various activities carried out by the Company are carried out in the context of fair competition, in compliance with the laws and regulations and generally recognised ethical principles for the conduct of business, such as honesty, loyalty, fairness, transparency and good faith.

These principles, consequently, are essential in the direction of operations, behaviour and relationships, both inside and outside of the Company itself.

2 . The Company rejects and deplores the use of improper or unlawful conduct to achieve its economic goals and adopts organisational structures designed to prevent any violation of the law, principles and values expressed in the Code of Ethics and business practices by Interested Parties, and oversees its observance and implementation.

3 . The Company recognises the centrality of human resources and believes that an essential factor in the success and development of the company is the professional contribution of the people who work there. Human resources management of the Company is consequently based on respect for the personality and professionalism of each individual, within a framework of loyalty, trust and the rejection of all forms of discrimination and exploitation.

 

Art. 3 – Communication, diffusion and implementation

  1. The Company shall inform all interested parties about the provisions contained in the Code of Ethics, inviting them to share and respect the principles and values expressed in it, as well as to promote its implementation and strict compliance.
  2. In particular, the Company, through the corporate functions from time to time deemed relevant, provides for:
  • the dissemination of the Code of Ethics to all Interested Parties through the appropriate information channels;
  • the interpretation and clarification of the provisions contained in the Code of Ethics;
  • the verification of compliance with the Code of Ethics, by promoting the adoption of measures resulting from any violation;
  • any possible future upgrades and implementation of the provisions of the Code of Ethics, according to changing needs and circumstances.
  1. The Code of Ethics is published, with adequate emphasis, on the Company's website.
  2. All interested parties, in the event that they become aware of violations of the Code of Ethics or the occurrence of events or circumstances relevant to the observance of the principles contained in it, may apply to the competent corporate functions, that will evaluate individual cases and adopt, if appropriate, the necessary action. With regard to any reports received,subject to current legislation, absolute confidentiality about the identity and maximum protection will be provided to anyone making such reports.

 

Art. 4 - Responsibility

All interested parties are required to carry out their work and/or their job or function with professional commitment, diligence, efficiency and fairness, making the best use of the tools available and assuming responsibility for all duties and commitments undertaken.

 

Art. 5 - Honesty

  1. All actions and operations undertaken and the conduct of each interested party in the conduct of their work and/or function of his/her office in the relationship with the Company are based on transparency, fairness and mutual respect, as well as formal and substantive respect of current legislation, in accordance with existing regulations and internal procedures, in order to protect the assets and image of the company.
  2. The following, in particular, are not permitted:
  • the pursuit of personal interests or those of third parties to the detriment of those of the company;
  • the pursuit of corporate interests in violation of current legislation and regulations;
  • the abusive exploitation, in personnel or third party interests,  of the name and reputation of the Company, as well as information and business opportunities acquired in the performance of their work and/or duties or functions ;
  • the use of property and equipment that interested parties have access to in the course of their work and/or function for any unauthorized use or for any purposes other than those for which they are intended.

 

Art. 6 – Conflicts of interest

  1. The Company requires interested parties to adhere to the strict observance of the laws and regulations governing conflicts of interest.
  2. In particular, Employees and Consultants must pursue in the conduct of their work and/or duties or functions, the objectives and general interests of the Company and refrain from activities, behaviours and actions that may be incompatible with the obligations deriving from a relationship with the Company.
  3. Employees and Consultants must inform without delay, taking into account the circumstances, his/her superior or, other person(s), as appropriate, situations or activities in which they might have - directly or on behalf of third parties interests - interests (also potential) that are in conflict with those of the Company. In consequence, Employees and Consultants are bound to respect any decisions made by the Company.

 

Art. 7 - Confidentiality

  1. The Company, in the ordinary course of its business, collects a significant amount of personal data and confidential information that is processed in compliance with the relevant privacy regulations and best practices for the protections of confidentiality.
  2. All interested parties are consequently also bout to ensure the utmost confidentiality of data, news and information, that constitute assets of the Company and/or groups, acquired and/or handled during the course of their work and/or the performance of their duties or functions.

 

Art. 8 – Privileged information

  1. The treatment of confidential information, with particular reference to “price sensitive” information, is governed - in accordance with current legislation and in line with best practices - by special procedures.
  2. Interested parties must avoid any behaviour that might give rise to insider trading and market manipulation, even by third parties.

 

Art. 9 – Fairness, non-discrimination, equal opportunities

  1. The Company excludes and rejects all forms of exploitation of workers and discrimination against people based on gender, age, race, language, nationality, religion, personal and social conditions, sexual orientation, political opinions or trade union affiliation in all decisions that affect relationships with stakeholders.
  2. The Company consequently opposes any behavior or attitude that is discriminatory or harmful to individuals, or his/her beliefs or preferences.
  3. The Company is committed to encouraging the promotion of equal opportunities in relation to working conditions and job opportunities, training, development and professional growth, in full compliance with current legislation and the values that inspire the present Code of Ethics.

 

Art. 10 – Integrity and protection of the individual

  1. The Company rejects child labour, as well as all forms of abusive recruitment and irregular employment of workers or workers, and is actively committed to ensuring that working conditions in the Company are respectful of the moral integrity and personal dignity of the individual and to maintaining a safe and healthy working environment, free of any form of personal harassment, and requiring all interested parties to contribute to this objective through interpersonal relationships and individual behaviour that is respectful of the sensibilities of others.
  2. The Company, in compliance with current legislation and in view of the desire to create for its Employees, Associates and Interested Parties in general a healthy and comfortable environment , has placed a ban on smoking in the workplace.
  3. The Company prohibits working and/or the performance of assigned tasks or functions by anyone while impaired by alcoholic, narcotic or psychotropic substances, and actively discourages the abuse of such substances also outside of the workplace.

 

Art. 11 – Intellectual/industrial property

  1. The Company holds important intellectual and/or industrial property rights, the proper management of which is considered essential. Therefore, all interested parties whose job, task or function involves, in any way, the processing of data, information or documents relating to intellectual and/or industrial property rights of the Company have a duty to handle them with the utmost diligence, care and confidentiality.
  2. The intellectual and/or industrial property rights on knowledge developed in the workplace are held by the Company which has the right to exploit such knowledge, in a manner and at the time deemed most appropriate and in accordance with current legislation.
  3. Similarly, the Company recognises and respects the intellectual and/or industrial property rights of others, and aims to ensure that in its activities (both productive and commercial) only original products and works are used, duly licensed by the legal holders and utilised in accordance with the authorisations granted.

 

Art. 12 – Use of company property

  1. All employees are required to safeguard the Company’s assets. In particular, each employee is responsible for the protection of equipment and materials entrusted to him/her and is required to act with due diligence to protect the same against, for example, theft, loss, damage from misuse or inappropriate operation), through responsible behaviour in line with Company regulations regarding the use of the same.
  2. Particular care and attention is required in the use of computer and telecommunications systems (eg, hardware, networks, internet and intranet, corporate email, remote access, etc.), that all employees are required to use only for professional purposes and in compliance with the regulations and instructions outlined in the relevant procedures.
  3. The above is also applicable to other categories of interested parties, to the extent to which they may be specifically involved in the protection of company assets, by being allowed to use equipment, materials or resources of the Company.

 

Art. 13 – Accounting controls and transparency

  1. In accordance with their roles, tasks and functions, interested parties undertake to ensure that the facts relating to the management of the Company are represented by the true and correct accounting of the same, in line with the following principles:

          - maximum proper management;

          - the completeness and transparency of information;

          - full legal and substantive legitimacy;

           - the clarity and accuracy of the accounting records in accordance with applicable legislation  and procedures.

      2. The Company requires that operations or transactions carried out in the course of all its  activities are properly and promptly recorded in the accounting system in accordance with the criteria established by law and on the basis of applicable accounting principles in such a way that each operation or transaction is authorised, consistent, legitimate, verifiable and supported by the appropriate and complete documentation.

      4. Documents certifying accounting records must allow for the rapid reconstruction of the single transaction, the identification of possible errors and the degree of responsibility within the single operating process.

      5. Always in accordance with their roles, tasks and functions, interested parties are required to check the correctness and accuracy of the accounting records and to make known to the competent body, any error, omission and/or falsification of the same.

 

Art. 14 – Anti-money-laundering

The Company complies with all rules and regulations, both national and international, concerning money laundering and requires interested parties to refrain from carrying out any operation which could contribute to the transfer, substitution or use of illicit proceeds or that may in any way impede the identification of money, goods or other assets of criminal origin.

 

Art. 15 – Protection of the individual

  1. The Company considers the protection of liberty and the individual of supreme value and therefore deplores and condemns any conduct or activities that could lead to the exploitation or subjection of the individual.
  2. The Company also attaches primary importance to the protection of minors and the repression of any form of exploitation, including through the use of electronic and IT tools.

  

SECTION III – BUSINESS CONDUCT

 

Art. 16 – Business relations

  1. In the conduct of its business, the Company’s relationships are based on the principles of legality, honesty, fairness, transparency and efficiency.
  2. Interested parties who act for or on behalf of the Company, in business relations and with the public administration, regardless of market competitiveness or the scale of any agreement being negotiated, must behave in an ethical manner and in full respect of the law and relevant regulations and act in accordance with the principles of fairness, diligence and economic efficiency.
  3. In its relationships with suppliers and third parties, the Company, and its representatives, will not accept offers of money, gifts or benefits of any kind aimed at obtaining undue advantages of any real or apparent nature.
  4. Interested parties shall not accept, nor make, for themselves or for others, pressure, recommendations or reports, which could harm the Company or lead to undue advantages for himself, for the Company or for third parties.                        All interested parties must also reject and refrain from making promises and/or undue offers of money, gifts or other benefits, except those of minimal value and unrelated to any form of request.

       Should any interested party receive from a third party an offer or request for money, gifts or benefits of any kind, with the exception of commercial or promotional gifts of minimal value, he/she must immediately inform /her superior, or the person in the Company responsible for such matters, as       appropriate, so that the necessary measures can be taken.

 

Art. 17 – Protection of competition

The Company recognizes that free and fair competition is a decisive factor for market growth and the continuous improvement of the company and shall not, therefore, engage in any conduct liable to facilitate the conclusion of business for its benefit in violation of current legislation.

 

Art. 18 – Relations with suppliers

  1. The selection of suppliers, the purchase of goods and/or services and the formulation of the relevant conditions of purchase must be made in accordance with the principles of this Code of Ethics and be based on an assessment of objective parameters such as quality, price, guarantees of assistance, timeliness and efficiency. Special attention in the choice of suppliers is also given to the verification of their reliability and seriousness in terms of compliance with the relevant regulations and the specific rules governing their business.
  2. Procurement processes are governed by specific procedures that ensure the timely identification of suppliers and the traceability of supply chains, in order to ensure the quality and legitimacy of the goods and services purchased. In compliance with the law and best practice, all procurement procedures are characterised by the search for maximum competitive advantage for the Company, as well as impartiality and the granting of equal opportunities for all suppliers who satisfy the requirements.
  3. In cases where a supplier, in carrying out its activities for the Company, adopts conduct that is not in line with the principles contained in this Code of Ethics, appropriate measures will be adopted, which - in severe cases – may result in the resolution of existing contracts and the foreclosure of further business relations.

 

Art. 19 – Relations with authorities

  1. The Company maintains collaborative and transparent relations with public institutions of at national, Community and international level (“Institutions”) with the aim of facilitating dialogue on areas of specific interest.
  2. The Company’s relations with such institutions, as well as with public officials, or bodies, representatives, agents, representatives, members, employees, consultants, officers of public functions or services, public institutions, public administrations, public bodies, public bodies or companies at local, national or international level (“Public Officials”) are managed by all Directors employees, regardless of the work performed, the position held or the function held, or, where appropriate, by each Contractor, or other interested party, in compliance with current legislation, the principles set out in this Code of Ethics and applicable Company procedures based on the general criteria of fairness, transparency and honesty.
  3. Consequently and form illegal payments in relations with institutions and public officials is severely prohibited, as are any form of corruption, favouritism, collusion, requests for direct and/or indirect personal benefit for any representative of the Public Administration.
  4. If deemed appropriate, the Company may, however, provide support for programmes and/or initiatives by institutions or government bodies considered useful or beneficial for the community, or also the activities of foundations and associations, in compliance with applicable law, the principles set out in this Code Ethics and standard Company procedure.

 

SECTION IV – HEALTH, SAFETY AND THE ENVIRONMENT

 

Art. 20 – Health and safety in the workplace

The Company recognises the importance and centrality of health and safety in the workplace, understood to include the fundamental rights of workers, in the performance of all business activities and is consequently committed to pursuing the continuous improvement of its performance in terms of prevention and protection in the workplace.

 

Art. 21 – Environmental protection

  1. The Company considers environmental protection a key factor of the business and is inspired by the principles of respect for and protection of the environment, which is of prime importance both for the intrinsic value and in relation to the impact on human health and the welfare of other living species. To this end, the Company is committed to compliance with current legislation and to ensuring that its business activities, in all the sectors in which it operates, comply with the highest standards of environmental safety and compatibility.
  2. Particular attention is devoted to the collection and disposal of waste produced by the Company, which - where possible - is treated in accordance with the principles of differentiation and recycling, in line with current legislation and best practice.

 

SECTION V – PENALTIES FOR NON-COMPLIANCE 

 

Art. 22 – Violations and penalties

  1. In order to protect the interests of the Company, and in accordance with the provisions of the existing regulatory framework, violations of the provisions of this Code of Ethics implies, for interested parties responsible for such violations - the application of penalties. Such violations damage the relationship of trust - characterised in terms of transparency, fairness, integrity and loyalty - with the Company.
  2. Specifically, with reference to Employees (including executives and managers), the violation of these rules constitutes a breach of the obligations foreseen by the contract of employment and may, therefore, result in the initiation of disciplinary proceedings with all the legal consequences, also with regard to the employment contract itself, regardless of the initiation of any criminal or civil proceedings - in cases where behaviour constitutes possible illegality - and the outcome of any subsequent legal judgment, given that the Code of Ethics is, in itself, a binding set of rules governing the conduct of the interested parties.

      With reference to the applicable penalties for Employees, these fall within the provisions of the Company’s disciplinary procedures and/or the system of sanctions foreseen by national collective    bargaining agreements, as well as any supplementary agreements applicable to the Company, pursuant to the provisions of art. 7 of the Labour Statute (Law 300/1970) and any special and/or sector-based regulations.

  1. Regarding non-contract staff, suppliers and/or individuals with business relationships with the Company, regardless of the nature of such relationships, even temporary, that binds them to the same, failure to comply with the provisions of this Code of Ethics constitutes a breach of contractual obligations with all legal consequences, and may lead to the application of any sanctions foreseen by the contract (for example, criminal) or - in the worst cases - the termination of the contract and/or appointment, as well as the payment of compensation for any damage suffered by the Company .
  2. The Company is extremely vigilant regarding eventual violations of the Code of Ethics by senior management, given that they represent the top of the Company and the image that the Company has externally. 

      Therefore, in the event of a breach by directors and/or auditors of the principles  and provisions of the Code of Ethics or, in the exercise of their powers, the adoption of measures that conflict with these provisions, the competent governing bodies will take appropriate measures, in compliance with relevant          laws and regulations, including the revocation of powers and/or mandates, without prejudice to the rights - for the company concerned - to take measures provided for in the Civil Code (liability claims and/or suits for damages).

      In the event of a violation by a senior executive who is also an employee, disciplinary action in accordance with the terms of employment with the Company will apply.

  

SECTION VI – FINAL PROVISIONS 


Art. 23 – Approval and modifications

  1. The Code of Ethics is approved by the Board of Directors of the Company.
  2. Future updates or modifications to this Code of Ethics, as a result of regulatory changes, changes in civil society or other factors, must be approved - as indicated in paragraph 1 of this article - by the Board of Directors and will be promptly circulated to all interested parties.

 

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