Relations with Stakeholders
The term stakeholders refers to the parties that are directly or indirectly involved in the activities of the Group and have an interest in its decisions, strategic initiatives and possible actions carried by the Company itself, and by the Group.
Stakeholders therefore include, simply by example non limiting example, employees, customers, shareholders, citizens, agents, all kinds of collaborators, suppliers, financial and/or business partners, municipal, provincial and National institutions, trade associations, environmental associations, and more generally, anyone who holds an interest in the activities of the Group whether at National or International level.
Maintaining proper relations with such parties is a primary objective for the Group as a key requirement of the Code, as well as constituting one of the criteria for supporting, among the others:
- shareholders’ investment choices
- fidelity and trust of the customers
- reliability of suppliers, external collaborators and commercial partners
- the continuous improvement of relations with the human resources that attend to their duties in the Company and in the Group
- the development of a proactive relationship with local communities and institutions
- management of relations with the public administration informed by transparency and correctness
- management of relations with the authorities inspired by collaborative criteria
- accuracy and completeness of Information released to the press bodies and, in general, avoiding and preventing the commission of offences and crimes, with particular reference to those foreseen by the Decree.
For this reason, the behaviour of all the Addressees towards the Stakeholders must be in line with the principles of the Code.
Rules of conduct for the market and shareholders
The Parent Company, A2A S.p.A., following the amendments to the articles of association approved by the Shareholders' Meeting of 13 June 2014, modified the formerly adopted governance model, the so-called dualistic management and control system, and adopted a so-called traditional management and control system with the appointment of the Board of Directors and the Board of Statutory Auditors.
A2A endorsed the Corporate Governance Code for listed companies promoted by Borsa Italiana S.p.A. and adopted procedures which ensure the compliance with a correct handling of the privileged information.
The Group works for the constant improvement of the value of its shareholders investments, managing the company’s assets with professionalism, diligence and prudence as required from time to time in order to comply with market conditions and fulfil binding legal obligations.
The group guarantees that the applicable rules are also applied in the relations with its related parties.
Transparency and access to the information
The group undertakes to supply shareholders and potential shareholders timely and transparently with accurate and complete Information, adopting communication and dialogue means based on current legislation on listed companies, regulated markets, and in accordance with the best market practices:
- A2A makes available through the www.a2a.eu website the main corporate documents, among which, namely, the press releases and the information to the market regarding the results and the corporate strategy, the recurrent accounting documents, the yearly report on corporate governance.
- Furthermore A2A holds on a regular basis meetings and conferences with the financial community, both Italian and foreign.
Economic-financial related external communication
The relationship with the Financial community and investors are the sole responsibility of the company departments appointed with such duties i.e. Investor Relations, Financial Manager Chief Financial Officer (or the Appointed Officer) and Corporate Top Management. The main purpose consists in favouring and promoting a correct understanding by the financial community of the economic-financial standing of the Company and also an evaluation of the issued financial instruments, through an active, transparent, timely, constant, correct and not discriminatory communication.
In case of corporate communication directed to the market and related to the reporting on the accounts, even if within the year (by way of mere example: the mid-year management report, the information documents prepared under art. 71 Regulation on Issuers, the information prospectus), the Appointed Office certifies, by means of written declaration, under art. 154-bis, paragraph 2, TUF (Italian Consolidated Law on Finance), the compliance with the documents, the books and the accounting books of the entities.
The internal Addressees of this Code are not entitled, therefore to provide any information to the financial community unless authorised in writing as provided for above.
In any case, the information and the communication regarding the company and addressed outside, shall always be accurate, truthful, complete, transparent and consisted one to the other.
Internal management and outbound disclosure of privileged information
A2A guarantees an appropriate management and protection of the privileged information, safeguarding their accuracy, completeness and preservations procedure, in line with the reference legislation.
A2A has at its disposal a procedure for the internal management and the outside disclosure of privileged information intended to safeguarding the secrecy of such information, guaranteeing at the same time that the informations provided to the market in a clear complete, consistent manner respecting the information symmetry.
Group A2A intends to promote a better awareness of the operators about the value of the privileged information at their disposal and, therefore, to stimulate the set up of suitable internal procedure on the circulation and supervision of such information.
Group A2A intends, at the same time, facilitate the performance of the supervisory duty of CONSOB on the compliance of the legislation on the protection of the integrity of markets.
By way of non limiting example, privileged information are defined the information which refer to economic and financial data, projects, take-overs, mergers and business strategies as regards the activities of the Group and, in general, any information to be qualified as potentially "price sensitive" information under the legislation to be applied to the listed issuers under Legislative Decree 58/98. Furthermore, as regards the so-called "internal dealing" notices under art. 114 paragraph 7 TUF and the relevant implementing provisions thereof, anyone who carry out administration, control or direction duties in a listed issuer or in a relevant subsidiary, and the officers who are granted with regular access to the privileged information and are vested with the power of adopting management decisions which may affect on the evolution and the future outlook of the listed issuer or in the relevant subsidiaries, further that anyone who holds shares for an amount of at least 10% of the share capital of the listed issuer, and also any other entity which controls the listed issuer, defined relevant entities, must notify to the CONSOB and the public any transaction on the stock issued by the issuer or on any other financial instrument connected thereto, performed by them, including through a third party.
Whoever has access to such information is banned from use them for the trading of stock of A2A or of listed companies whose evolution may be influenced by A2A. In order to guarantee the maximum transparency, procedures have been adopted on internal dealing and management of the register of persons granted with Access to privileged Information, in accordance with best International practices.
Addressees are prohibited from disclosing false Information or simulating transactions or any artifice that could may a significant change in the price of financial instruments, whether they are listed or not.
Accuracy of the information and management of the accounting records
The Group ensures, also through training to its own directors, employees and collaborators, their awareness of operating always in compliance with the principles of truthfulness, completeness and timeliness of Information, both inside and outside the Company.
Under such principles, each operation or transaction has to be correctly and timely identified and recorded in the company accounting records according to the criteria set forth by law and on the basis of the applicable accounting principles; each operation or transaction has to be authorised, verifiable, legitimate, coherent and congruous.
Any conduct which may damage the transparency and the traceability of the financial statements information is prohibited.
Rules of conduct towards suppliers and external collaborators
High professional standards and commitment of the Group characterise the selection and definition of the actions to be undertaken and the methods to be employed for the implementation of projects, which are equally applicable in the selection of suppliers and external collaborators (including consultants, agents, etc.), who are identified from time to time by setting up collaboration and mutual exchange models and appointing to such persons the task of performing part of the corporate tasks.
The professional and commercial contributions must be based on commitment and high professional standards, and must, at all times, be aligned to the professionalism and responsibility that characterise the Group, paying attention to the degree of care and accuracy required to ensure that the prestige and reputation of the Group are well respected and disseminated.
Corrupt practices are prohibited and prosecuted, as are illegitimate favours, collusive conduct, procuring advantage, paying tangible and intangible benefits, as well as other advantages aimed at influencing or compensating representatives of institutions or employees of the Group.
Suppliers and external collaborators are selected according to procedures based on the legislation which is applicable from time to time, and continuously informed to the criteria of transparency, competitiveness and efficiency.
To this end, any officer and employee responsible of company departments/ organisational units that take part in said processes shall, namely:
- comply with the internal procedures for the selection and the management of the relationship with suppliers and external collaborators;
- grant equal opportunities to participants meeting the requirements for being eligible to the selection
- assess, including through appropriate documentation, that such persons have the means, including financial, organisational structures, technical skills and experience, quality systems and adequate resources to meet the needs and image of the Company and the Group
- check they compliance with labour laws, including in relation to child labour, and health and safety of workers.
the Companies in the Group undertake to ensure to the suppliers of resources and financial services the observance of the obligations, the protection and confidentiality of their professional know-how, and requiring from their counterparts the use of the same standards of compliance in the management of the relationship.
Suppliers and external collaborators shall conform to the all the contractual documents submitted by the Group Companies concerned, including the obligation to comply with the Code, and other voluntary rules of conduct that the Group Companies have set up and notified to this end, which specifically provide for sanctions in the event of violations of such rules. Suppliers and external commercial collaborators are endorse the objective of caring for the needs of the territory in question, the local communities and customers, which form the basis of the activities of the group companies.
the selection of suppliers and external collaborators and the performance of their relevant agreements are characterised at any time by transparency, certainty and shall be made in writing. Any other rule violating the provisions of the contractual documents may be for any reason whatever held as prevailing and binding for the Companies of the Group. Whether suppliers and external collaborators are called upon to collaborate with company employees or carry out their activities autonomously, they are nonetheless required to be respectful of the procedures aimed at guaranteeing their health and safety in the workplace.
The Group will inform suppliers and external collaborators of the content of this Code by making it available to them.
Rules of conduct towards commercial partners
The Group Companies develop partnership relationships with counterparts with a solid reputation and experience, and such relationships are based on compliance with current legislation and principles of this Code.
The Group Companies promote transparent and collaborative agreements with the partners, enhancing the value of synergies created, that include an obligation not to take advantage of situations of dependency or weakness of the counterpart, and the latter are also expected to behave in the same way.
Commercial partners shall conform to the all the contractual documents submitted by the Group which shall include the obligation to comply with the Code, and other voluntary rules of conduct that the Group have set up and notified to this end, which specifically provide for sanctions in the event of violations of such rules.
Rules of conduct towards customers
The Group informs its operations with the respect of fair competition practices, the criteria of efficiency, effectiveness and saving, as well as guaranteeing compliance with the obligations relating to the provision of universal Services , where applicable.
The Group assumes that the loyalty and trust of customers is a characterising value which is part of its own heritage and, for protecting and enhancing them, it has set up easily accessible communication channels, which guarantee information is complete and can be immediately understood, in addition to developing relations with any institution representing the interest of consumers or the society.
The Group defined contractual terms for customers, which are transparent and consistent with consumer protection standards, by introducing procedures for solving disputes that can be easily accessed by customers, aimed at finding quick Solutions, including by adhering to conciliation Instruments administered by independent bodies or associations.
The Group ensures that persons in charge of customer and consumer relations are appropriately trained and informed about the Code, and that they have received adequate instructions about how to organise their own work with care and professionalism, and in compliance with the defined procedures and aimed at the optimal information and customer satisfaction.
a. Officers, employee and collaborators, lastly, must not take part, on behalf of the Group (unless expressly appointed to do so) in agreements or discussions with current or potential competitors with regards to:
b. prices and discounts
c. terms or conditions relating to Services offered by the company and competitors
d. profits, margins or costs
e. promotional systems for services offered by the Company and competitors
f. offers for the acquisition of shareholding or projects for such offers to purchase shareholdings
g. sales areas or markets
h. production or operative capacity
i. penetration of or departure from geographic areas or sectors of markets.
Rules for taking part in tenders
When participating in tender procedures, the Group undertakes to:
- act in compliance according to correctness, transparency and good faith
- assess, during the examination of the tender specifications, congruity and feasibility of the Services requested
- supply any data and information required for the purpose of short-listing participants and awarding the tender
- in case of supplies, to maintain open and proper relations with competent public officials, thus avoiding any conduct that might compromise
- the freedom of choice of the public officials in question.
If it is awarded the tender, the Company undertakes in its relations with the principal to:
- guarantee that negotiations and commercial relations are conducted in a open and proper manner
- guarantee that contractual obligations are precisely performed.
Protection of corporate secrets
Without prejudice for the transparency of the activities carried out and the reporting duties imposed by the current legislation, the employees of Group A2A are required to guarantee the confidentiality implied by the circumstances of each single information collected because of their working duties.
The information, knowledge and data collected or processed during their work or through their duties shall remain the property of Group A2A and cannot be used, transferred or disclosed unless specifically authorised by the relevant supervisor according to the specific procedures.
Protection of personal data
“Personal data” means any Information relating to an individual or corporation, entity or association, that has been identified or is identifiable, including indirectly by reference to any other type of Information.
In order to ensure that personal data is protected, the Group undertakes to handle the same in compliance with the applicable legislation, and in particular according to the principles of transparency, lawfulness, personal identity and guaranteeing the protection of personal data.
The Group guarantees that personal data are processed legally and with fairness as provided for by the legislation currently in force. In particular, the Group also guarantees that the treatment of data is relevant to its stated purposes, so that personal data will not be used for secondary purposes without the consent of the concerned party.
Rules of conduct in the management of human resources
Hiring and managing the staff
The Group deems that human resources play a central role in the attainment of the company mission, and it has therefore adopted procedures and methods for selection, vocational training and work based on respect for human values, autonomy and responsibility of workers, as well as the importance of individual and organised participation and endorsement to corporate objectives and values.
It is in the Group’s interests and essential for it to support the personal development of each employee’s or collaborator’s potential by creating an environment, procedures and work organisation that are continuously based on:
- respect, including during selection of personnel, for the personality and dignity of each individual, and ensure that situations of tension, hostility or intimidation are avoided at all times
- the prevention of discrimination and any type of abuse
- rewarding innovative and entrepreneurial spirit, within the limits of each person’s individual competence
- defined roles, responsibilities, delegated powers and availability of appropriate information so that each individual member of the organisation can take decisions for which they are competent in the Company’s interests.
The Group promotes culture and any initiative aimed at the diffusion of knowledge within its structure and highlighting the conducts and the contributions in terms of innovation as regards the matters connected to the development of business activities and sustainable growth of the Company.
Integrity and protection of the individual
The Group hopes that its staff contribute to maintain, in the workplace, an environment of mutual respect of dignity, honour and reputation of everyone and it will take any measure required for preventing any offending, discriminatory or slanderous conduct.
The Group adopted the "Charter for equal opportunities and equality on workplaces" aiming at contributing to the fight against any form of discrimination on workplace - gender, age, disability, ethnicity, religious faith, sexual inclination - undertaking at the same time to enhance the differences within the corporate organization with particular regards to the equal opportunities between men and women.
In its internal and external work relations, the Group requires that there must be no form of harassment whatever, such as for example, the creation of a working environment that is hostile to individual workers, or groups of workers, no unjustified interference in another person’s work nor the creation of obstacles or barriers to another person’s career development.
In particular, it requires that during work relationship any harassment or approach which can be classified as a mobbing or sexual harassment is without any exception, prohibited.
If a member of the staff of A2A feels that he has be subject to harassment or discriminated, he or she may notify such circumstance, according to the procedure specified in the "Reports from Stakeholders" paragraph, to the company which shall assess the actual violation.
Health, safety and environment
In compliance with the principle of respect for the individual and in observance of the statutory provisions that are binding from time to time, the Group ensures that environments and work places are set up and managed appropriately from the perspective of health and safety of employees.
Workers have to contribute to safeguarding their own safety by observing the applicable relevant legislation and standards and timely reporting to their supervisor any situation which may endanger their own safety or the safety of any third party.
Each single Addressee has to abstain from carrying out their duties under the effects of alcohol or drugs, or substances that cause similar effects, and consuming such substance while working.
Cases of chronic addiction to alcohol or drugs that affect the performance of work and can disturb the normal performance of the same will be considered in a similar manner to the above.
The Group undertakes to provide its support for the social actions provided to this end by the labour contract.
Within the framework of its own activities, the Group undertakes to contribute to the development and well-being of the community in which it operates, and pursue the aim of reducing environmental impact through innovation and progress.
Rules of conduct in relations with the Public Administration
The relationship with the Public Administration is informed by the maximum degree of transparency and fairness.
In particular, the necessary relations are maintained on the basis of respect for the roles and functions attributed by law, as well as in a spirit of the best possible collaboration with Italian and foreign State Entities.
Relations with officers of public institutions are Limited to those of the company departments/organisational units in charge of and normally authorised to do so, in strict observance of the applicable laws and regulations, which shall not compromise in any way the integrity and reputation of the Group.
In this respect, offering sums of money or other means of payment to public officials or representatives of public Services with the aim of influencing their performance of their duties is prohibited.
These provisions cannot be overcome by resorting to other forms of contributions , which under the form of sponsorship, assignments, consultancy, advertising, etc, have the same aims as those prohibited above.
Acts of courtesy, such as free gives and offers of hospitality towards representatives of the public administration or civil servants are permitted provide they are modest in value and such that they are considered normal for such relations, and such that they do not compromise the integrity and reputation, and do not influence the Addressee’s impartiality of judgement.
In any case, such expenditure always has to be authorised according to specific company procedures that are appropriately documented.
In the same way, officers, employees and collaborators cannot receive free gifts or accept favourable treatment, unless such is considered to be within the limits of normal acts of courtesy and in any case of modest value. The legislation relating to gifts, whether promised of offered, and receipt of the same, also applies in countries where offering goods of a high value is customary.
Rules of conduct in relations with private entities
A2A Group prohibits any form of corruption, without any exception.
Namely, it is prohibited to:
- offer, promise, give, pay, authorise anyone to give or pay, either directly or indirectly, any economic advantage or any utility to any private partner;
- accept the request from, or the solicitation by, or authorise anyone to accept, solicit, either directly or indirectly, any economic advantage or any utility to any private partner;
when the intent is to:
- induce a private partner to carry out in an improper manner any activity associated to a business or to reward it for having carried out it;
- influence an official action (or an omission) breaching the obligation related to the office or the faith duties, causing a damage to the company;
- obtain, secure or maintain a business or an unfair advantage related to the business operations;
- or in any case, violate the applicable legislation.
Rules of conduct for Authorities and Public Institutions
The Group strictly and fully complies with the legislation of antitrust and market regulatory authorities.
The Group will not deny, conceal or delay any Information requested by regulatory Authorities carrying out inspections, and will actively collaborate with its own directors, employees and collaborators throughout investigation procedures.
In order to guarantee the maximum transparency, the Group undertakes not to be involved with any employees from such authorities or their family members in situations of conflict of interests.
No officer, employee or collaborator is entitled to ignore legislation relating to regulatory Authorities and antitrust legislation in the belief that they are acting in the interests of the Company or Group.
No one is authorised to issue orders or instructions that may conflict with this policy.
The Group acknowledges that at times doubts may arise regarding the correct interpretation of the laws and regulations. In such cases, directors, employees and collaborators should ask for the opinion of the supervisor of the relevant organizational unit.
All relations with Government or International institutions can only take place within the context of communications aimed at assessing the implications of legislative and administrative rules on the Group, answering informal requests and inspects for the purposes related to the supervisory tasks (interrogations, interpellations, etc.), or in any case stating its position on a particular question of relevance to the Group.
In this respect, the group undertakes to:
- set up, without any form of discrimination, permanent communication channels with all institutional interlocutors at International, community and local level
- represent the interests and positions of the subsidiary companies in a transparent, precise and consistent manner, avoiding any forms of collusive conduct.
In order to guarantee the maximum clarity in any relations, contacts with institutional interlocutors take place exclusively by means of competent persons who have been explicitly granted with the relevant mandate.
Rules of conduct for associations an local communities
Local Communities The Group’s Nationwide vocation has been traditionally built around its experience in providing services to local communities, with knowledge that the services provided and industrial activities of the group bring about a high degree of interaction with the area concerned and cause a considerable environmental impact, and therefore a strong correlation between economic and social development of the community and the growth of the Group itself.
Institutional dialogue ensures that understanding the interests of end users is optimised and allows for the Identification of initiative that are consistent with the Group’s principles, in addition to being well suited to the communities hosting them.
The Group is therefore in a position to guarantee the needs a particular territory are respected, and sustainable development projects for infrastructures are continuously being defined; the most efficient and advance Technologies are used, investment is made into research and development that enables supply methods to become increasingly aligned with customers’ needs and company productivity, as well as being sustainable from both an environmental and energy perspective.
Dialogue with public or private institutions representing the collective interests of different local communities has to be informed by the strict observance of the principles of the Code.
The group guarantees loyal and professional participation to the grantor authority or Principal, and that such complies with the laws and procedures relating to awards of tenders, and collaborates with said authority in precise performance of the Service agreement, providing transparent and complete Information in accordance with the terms imposed by Administration itself.
Local authorities are an essential and central point of reference for the Group, whether as shareholders, grantor authorities, or as parties granting permits, and their communities constitute the customer base to whom the Group offers its Services.
The Group guarantees its full collaboration with control bodies during all or part of the activities of the Group Companies, and in this respect sets up procedures for the collection and processing of Information assuring its completeness and precision, as well as supporting requests for data and collaborating, including in a voluntary and consultative manner, with the public Administrations in question: this ensures a continuous evolution and progressive improvement of the regulated system.
The Group informs the performance of Service agreements by compliance with the principle of equality between principals and contractors, without the size and nature of partner, or the binding obligations based on the need to maintain and develop infrastructure may, at any title, influence the correct performance of its terms.
Relations with political, trade union and social organisations
The Group does not pay any contributions whatever, directly or indirectly, to political parties, movements, committees or political and trade union organisations, nor to their representatives or candidates, whether in Italy or abroad, with the exception of contributions required by specific legislation.
The group refrains from applying any direct or indirect pressure on politicians or trade union representatives through its directors, employees or collaborators.
Directors, officers and employees for their part cannot carry out any political activities during working hours or use corporate property or equipment for the same; moreover, they should also state that any political opinions expressed to third parties are strictly personal and do not therefore represent the opinion and orientation of the Group itself.
In their relations with other stakeholders (e.g. trade associations, environmental organisations, etc.) no officer, employee or collaborator can promise or pay sums of money, promise of grant good in kind or other personal benefits to promote or further the Group’s interests.
Group A2A does not promote nor maintain any kind of relationship with any organisation, association or movement which seed, whether directly or indirectly, any purpose which breaches any criminal law or in any case any statutory provision.
Furthermore, Group A2A condemns any form of participation of the Addressees in association whose purposes are banned by the law and contrary to the public order and rejects any conducts which seeks, even only for favouring the activities or the program of organizations which are instrumental for the commission of crimes, even if such supporting conducts are required for achieved a benefit.
Rules of conduct for the management of contributions and sponsorship
The Group may sustain requests for contributions solely from non-profit organisations or those of high cultural value or benefit, and in any case with the maximum degree of transparency.
Sponsorship activities may be related to social, environmental, sports, entertainment, art and culture matters.
The Group attaches absolute importance to the coherency of contributions and sponsorship granted, and guarantees that appropriate controls are carried out into the effective performance of sponsorship services.
The Group gives notice of its sponsorship initiatives on its websites.