Code of Ethical Conduct
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Code of Ethical Conduct Introduction - Code of Practice
This Behaviour Code (hitherto, the “Ethical Code”) expresses the ethical commitment and responsibilities when handling business and company activities taken by the Directors, employees – managers and not – and collaborators (hitherto also “Consignees”) of Manuli Rubber Industries S.p.A. (hitherto also “MRI” ) and all the companies belonging to the MRI Group.

The MRI Group mission
The MRI group is an international industrial group which, for size and importance of business, carries out an important role for the market, economic development and well-being of the communiity it is present in; it operates in several, rapidly evolving institutional, economic, political, social and cultural contexts.

The MRI Group mission is to search for management excellence through innovation and quality; adding value to competences and technological innovation in growth initiatives while maintaining leadership in the design, manufacturing and distribution sectors for fluid transmission reinforced rubber and metal components and systems in car, oleodynamic and marine oil applications; creating value for its shareholders, customer satisfaction and professional growth for its employees.


Ethical Code Goals
Due to the complexity of situations the MRI Group works in, the values the MRI Group recognises, accepts and shares and the responsibilities taken both internally and externally have to be clearly, univocally defined .

For this reasion, with a resolution approved on 13 November 2007, the MRI Board of Directors, apllying the most advanced standards of Corporate Governance, adopted this Ethical Code, which replaces, updates and integrates for all purposes the Ethical Code in force till that date. For good Group operations, reliability and reputation, factors that are decisive, company success assets, it must be observed by all Consignees.

The Ethical Code means to make sure that all operations, behaviour and work modes, both in internal Group relations and in those with external parties, be carried out correctly, fairly, with integrity, loyalty and professional rigour. Full respect for the laws and regulations of countries the MRI Group operates in are of main importance, as is observing company procedures.

Ethical orientation (transparency, loyalty and honesty both internally and externally) is an indispensabile approach for company credibility towards shareholders/investors, customers and, more generally, the entire civil and economic context it operates in; this to turn knowledge and appreciation of values at the heart of how the company operates into a competitive advantage.

Each employee has to know the Ethical Code and actively contribute to its implementation, signalling any weaknesses.

The MRI Group undertakes to facilitate and promote knowledge of the Code by its consignees and their constructive contribution to its content. It also undertakes to use all possible tools suited to guarantee that it is fully and effectively applied.

Any behaviour going against the letter and spirit of the Ethical Code will be sanctioned in compliance with the Code itself.

Any updating, amendment or integration to this Ethical Code must be apporved by the MRI Board of Directors.

All Consignees and anyone the Group has business relations with are informed of the Ethical Code.

It is available on the Group’s website: http://www.manulirubber.com/


Consignees and Code application environment
The Ethical Code applies to all companies belonging to the MRI Group. Thus the following are the obliged Code consignees and are inflicted penalties if they violate any of its measures: all MRI Group employees and collaborators, even occasional, with no exceptions.

Furthermore, all Directors, Auditors and any party carrying out MRI management and control - apart from any juridical-formal qualification - are Ethical Code consignees, obliged to observe its principles and subjected to penalties for any violations.

All MRI Group consultants, suppliers, partners in commercial initiatives, thus including agents, resellers and similar and anybody carrying out an activity in the name and on behalf of the MRI Group or under its control are also Code consignees.

The Ethical Code is valid both in Italy and abroad, though with due consideration of cultural, social and economic diversity in the different countries the MRI Group operates in. In particular, the MRI Group undertakes to make sure Ethical Code principles are applied by all Companies belonging to the Group, both in Italy and abroad.


Contractual value of the Code
Observing Ethical Code standards goes alongside the general employee (managers and not) duties of loyalty, correctness, carrying out a work contract in good faith and must be considered an essential part of MRI Group employee contractual obligations, also pursuant to and for the purpose of art. 2104 of the Civil Code and and the National Collective Labour Contract in force, where applicable.


Disciplinary sanctions
  • Sanction system for employees, directors and auditors
    Non observance and/or violation of behaviour regulations established by the Ethical Code by any MRI Group employees constitutes default on work relationship obligations and will lead to disciplinary sanctions being inflicted.
    Said sanctions will be inflicted in compliance with the law and collective contract and will be proportionate to deed gravity and nature.
    Ascertaining said violation, handling disciplinary procedures and infliction of penalties remain the competence of those company functions delegated to do so.
    The Supervisory Body must inform the Board of Directors and the Board of Auditors of any violation to the Ethical Code by Directors and Auditors; said Boards will then take the opportune measures pursuant to the law.

  • Sanction system for collaborators, suppliers, consultants and commercial partners ( agents, resellers and similar)
    Any behaviour by collaborators, suppliers, consultants and commercial partners – as a non exhaustive example: agents, resellers etc. – connected to the MRI Group by a non employee contractual relationship, violating this Code, can, in the most serious cases, cause the contract to be terminated, with no prejudice to any request for further damages if said behaviour damages the Group. .