Ethical code

INTRODUCTIONThis Ethical code sets out a set of principles, the observance and endorsement of which are considered essential to the smooth running, sound management and reputation of Finarte Auctions S.r.l. (“Finarte” or “the Company”). In adopting this Ethical code, in particular, Finarte aims to imbue its business activities with the principles of corporate ethics that […]

INTRODUCTION
This Ethical code sets out a set of principles, the observance and endorsement of which are considered essential to the smooth running, sound management and reputation of Finarte Auctions S.r.l. (“Finarte” or “the Company”).

In adopting this Ethical code, in particular, Finarte aims to imbue its business activities with the principles of corporate ethics that the Company has always upheld as its own: integrity, fairness, transparency and innovation are values in which we firmly believe. All relationships maintained by Finarte must be guided by these principles, both internally with those who work for or collaborate with the Company, and externally.

A strong ethical culture, together with respect for and protection of the environment, is in fact considered a fundamental component in achieving and maintaining excellence in the market in which our Company operates.

STAKEHOLDERS, TARGET AUDIENCES AND LEGAL REFERENCES
This Ethical code (hereinafter, the “Code”) sets out the ethical and moral principles that form the foundation and guiding philosophy of Finarte, as well as the standards of conduct adopted by the Company both in the day-to-day management of its business, in relation to its employees, contractors, suppliers and customers, as well as its shareholders, the market in general and public authorities, and in its dealings with the wider community (hereinafter referred to as the “Stakeholders”).

The persons to whom this Code applies (hereinafter referred to as the “Recipients”) are:

  • the Company’s administrative body, authorised representatives and all natural and/or legal persons who hold representative, administrative or managerial roles within the Company;
  • all corporate bodies and their members responsible for control and supervisory functions;
  • employees on permanent or fixed-term contracts and any persons working for the Company in any capacity, as well as all those who, directly or indirectly, permanently or temporarily, enter into working relationships with it;
  • all consultants, professionals, third parties and anyone carrying out activities in the name of or on behalf of the Company, or under its control, or who enter into any form of collaborative relationship;
  • all the Company’s customers and suppliers.

Recognition of and adherence to these principles is fundamental to the Company’s development and to the achievement of its objectives, as well as to ensuring reliability and soundness for its stakeholders.

In particular, Finarte adheres to the principle enshrined in Article 41 of the Constitution, and therefore firmly believes that private economic initiative “must not be conducted in a manner contrary to the public interest or in such a way as to undermine security, freedom or human dignity”.

All Addressees have the right and the obligation to be familiar with this Code, to contribute actively to its implementation (including by reporting any breaches), to seek clarification in the event of doubts regarding its application, to highlight any gaps or the need for its update and adaptation, and to report promptly any information relating to possible breaches of the Code in accordance with the provisions set out below.

Finarte ensures the wide dissemination of this Ethical code within its internal governance structure
and externally, including via its website. Finarte takes all necessary measures to ensure that the principles and provisions of this Ethical code are duly disseminated and applied.

By adopting this Ethical code, Finarte aims to promote compliance with general principles and with national, European Union and international laws, regulations, rules and decisions (including those of the UN and any other supranational body applicable to its activities), with particular reference to:

  • the principles of the Universal Declaration of Human Rights;
  • the fundamental conventions of the International Labour Organisation;
  • the principles of the United Nations Global Compact;
  • the principles of the United Nations Convention against Corruption adopted in 2003 (the so-called Merida Convention), ratified in Italy by Law No. 116/2009;
  • the principles of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

The Ethical code, taken as a whole, must be regarded as an integral part of the employment relationship established with the Company, in accordance with and for the purposes of Article 2104 of the Italian Civil Code, where such legislation applies, or of the contract for collaboration, the provision of intellectual services, or the supply of goods or services.

A breach of the provisions of the Code may constitute a failure to fulfil the primary obligations of the employment relationship or a disciplinary offence, with all the legal consequences that this entails, including in relation to the continuation of the employment relationship. This is without prejudice to the Company’s right to compensation for material and non-material damages suffered as a result of the breach. For non-employee Addressees, compliance with the Code is an essential prerequisite for the commencement or continuation of the existing professional or collaborative relationship with the Company.

The Ethical Code is also an essential element of the organisational, management and control model adopted by Finarte pursuant to Legislative Decree No. 231/2001 (hereinafter, the “Model 231”), as it complements that Model 231 in terms of the expression and communication of ethical principles, rules of conduct and prohibitions relevant to the prevention of the predicate offences giving rise to the administrative liability of legal entities under Legislative Decree No. 231/2001.

By virtue of the functions it performs, the Supervisory Body established pursuant to Article 6(1)(b) of Legislative Decree No. 231/2001 is recognised as the guardian of the Code (hereinafter the “SB”).

The SB is entrusted with the tasks of monitoring compliance with and updating the Code, promoting Finarte’s ethical principles and values, proposing possible improvements to the provisions of the Code, and clarifying any doubts regarding its interpretation.

The SB is also entrusted with the task of receiving reports of any breaches of the Code.

1. GENERAL PRINCIPLES
The conduct of the Addressees is guided by the principles of legality, fairness, non-discrimination, confidentiality, diligence, loyalty, transparency and integrity.

1.1 Legality
Legality, understood as compliance with applicable law, this Ethical Code, and internal regulations and procedures, is a fundamental pillar of the Company. Finarte combats unlawful conduct and promotes behaviour guided by the principle of legality, with particular attention to the protection of fundamental human rights and compliance with environmental legislation, not least in view of the nature of its business.

1.2 Fairness
Fairness and moral integrity are an absolute duty for all Addressees. Finarte condemns corruption, whether active or passive, public or private, without exception. Addressees are therefore required not to enter into any privileged relationship with third parties that results from external solicitations aimed at obtaining improper and/or indirect advantages from them.

Finarte requires Addressees, in the course of their work, not to accept gifts, favours or gratuities of any kind (with the exception of any gifts of modest value) and, more generally, to operate in full compliance with legislation aimed at combating fraud and corruption in all its forms, refraining from granting unlawful and unjustified advantages to third parties. Finarte respects shareholders’ rights, including by aligning itself with best practice in corporate governance, facilitating the expression of their views and creating the conditions for them to make informed decisions.

1.3 Non-discrimination
Finarte promotes respect for fundamental human rights, with particular emphasis on non-discrimination and equality – understood as respect for others – in order to ensure equal treatment for all individuals, regardless of their nationality, gender, race, religion or ethnic origin, sexual orientation, political beliefs, age or any physical disabilities. In carrying out its business activities, Finarte operates in accordance with the principles of dignity, freedom, equality and solidarity.

Furthermore, the Company respects workers’ rights and equal employment opportunities, applying a merit-based assessment system. In all cases, behaviour constituting physical and/or psychological and/or moral violence is prohibited without exception. Any form of child pornography, exploitation or abuse of minors is also strictly prohibited, as is any conduct that may, even indirectly, encourage its dissemination or tolerance.

Finarte bases its business activities on the development of skills, collaboration, well-being, dialogue and respect for the individual. In accordance with this Ethical Code, therefore, the Addressees are also required not to treat similar situations differently, unless there are objectives and/or criteria that justify the different treatment applied in the specific case.

1.4 Confidentiality
Finarte complies with current legislation on confidentiality in the processing of Recipients’ personal data, implementing the measures set out in EU Regulation 2016/679 and using the information obtained exclusively for work-related and/or business-related purposes.

Finarte requires Recipients to act in such a way as to ensure the confidentiality of all data, information and know-how to which they have or have had access in the course of their duties. In particular, unless the aforementioned data, information and know-how have been made public by the Company, Recipients must treat them as confidential; this obligation of confidentiality shall remain valid and binding even following the termination, for any reason, of the employment and/or collaboration relationship.

1.5 Diligence
Finarte requires Recipients, in the performance of their duties and in their dealings with third parties, to act with diligence, promoting cooperation and collaboration between colleagues and external contacts with scrupulousness and diligence.

Any breach of the established rules and regulations may not only constitute a breach of contract and/or a breach of the law, but may also constitute a breach of this Ethical Code, resulting in the application of the relevant sanctions.

1.6 Integrity
Finarte believes that integrity – understood as the consistent and practical application of the values of fairness and sincerity – should be regarded as a fundamental element of the Recipients’ day-to-day conduct in the performance of their respective duties, both amongst themselves and in their dealings with third parties, even in difficult situations.

1.7 Transparency, fairness and security of information
Finarte provides (and requires Recipients to provide) accurate, timely and complete information so as to give a true and fair view of the information and facts set out in the documents.
Finarte takes preventive measures to ensure the security of company information, including that of third parties.

To this end, Finarte requires Recipients to behave responsibly in order to avoid risky situations and to report promptly any security incidents, including cyber-security incidents, or suspicious activities by third parties. Recipients are also required to strictly comply with the instructions issued regarding cyber-security and the use of IT resources so as not to compromise the functionality and protection of IT systems.

1.8 Integrity
Finarte makes decisions objectively, avoiding situations in which conflicts of interest might arise and in compliance with the applicable regulations regarding transactions with related parties. Recipients are likewise required to avoid situations involving conflicts of interest, including potential conflicts, such as those in which personal interests may interfere with the Recipient’s ability to make decisions and/or carry out impartial assessments in the company’s best interests, or where personal interests might be favoured by the Recipient by virtue of their position within the company.

1.9 Protection of cultural heritage
The Company attaches great importance to the protection and enhancement of cultural heritage and is committed to promoting measures aimed at its safeguarding and conservation. Finarte rejects any conduct that may damage, compromise or jeopardise the integrity of cultural or landscape heritage, and requires compliance with the relevant legislation in force. To this end, in carrying out its brokerage and auction activities, the Company pays the utmost attention to the safeguarding of cultural heritage, ensuring that cultural assets are managed and placed on the market in accordance with the provisions of the law. Recipients are required to report promptly any suspicions or irregularities regarding the provenance or movement of assets, thereby contributing to the protection and enhancement of cultural heritage.

1.10 Combating money laundering
Finarte promotes a culture of strict compliance with the law, refraining from carrying out or participating in any transaction that contravenes anti-money laundering legislation. For this reason, every item, work of art or asset offered for sale, as well as any sum of money paid by customers at the time of purchase, must, without exception, be of lawful origin and belong to the rightful owner or authorised holder.

This commitment translates into a zero-tolerance approach towards any behaviour, act or omission that could facilitate money laundering or undermine the Company’s credibility and reputation. Consequently, in cases of suspected breaches of anti-money laundering legislation and in accordance with the provisions of the law, any suspicious transactions are monitored and reported to the relevant authorities.

2. CODE OF CONDUCT
The Code of Conduct set out in this section is intended as a set of rules designed to guide the actions of the Addressees in the performance of their duties and activities, so that their conduct reflects the general principles underpinning Finarte’s development and growth.

Finarte therefore intends to ensure the widest and most appropriate dissemination of this Ethical Code, and in particular of the rules of conduct listed below, to all Addressees, and undertakes to ensure that the provisions contained therein are applied and complied with uniformly.

2.1 Relations with employees and contractors
Finarte firmly believes that people are one of the key factors in the company’s success and, therefore, has always placed particular emphasis on developing the skills and competences of all its employees, so that they can realise their full potential and professionalism and, consequently, contribute to the achievement of the objectives set by management.

To this end, Finarte promotes personnel management policies that take into account the importance of: (i) selecting, recruiting, remunerating, training and appraising staff – including for the purposes of growth and development – on the basis of merit, competence and professionalism; (ii) ensuring workers’ freedom of association and recognising the right to collective bargaining; (iii) complying with collective labour agreements and contracts, with particular reference to provisions concerning the payment of wages, working hours, rest periods, compulsory leave and annual leave; (iv) rejecting any form of intimidation, hostility, isolation, undue interference, coercion or harassment, whether sexual or of any other type or nature; (v) to object in the event of behaviour that does not comply with the principles set out above.

2.2 Working Environment
The working environment should foster relationships between colleagues based on loyalty, fairness, cooperation, mutual respect and trust, as well as providing working conditions that are appropriate in terms of health and safety and respectful of everyone’s dignity, so as to promote interpersonal relationships free from prejudice.

Those to whom this Code applies are therefore required to respect the working environment and the applicable health and safety legislation, adopting responsible behaviour characterised by cooperation, in order to ensure the highest standards of professionalism in achieving the company’s objectives.

2.3 Relations with the supervisory body
The Addressees are required to ensure the utmost cooperation and transparency in any dealings they may be called upon to have with the supervisory body, in relation to the activities carried out by the latter.

In particular, the Addressees must refrain from any conduct, whether by commission or omission, which might amount to a refusal to cooperate with the supervisory body or which is intended to obstruct its investigations or divert the attention of the supervisory body and the company units responsible for supervisory activities from the performance of their respective institutional duties.

2.4 Relations with Authorities and Public Administrations
In its dealings with authorities and public administrations, Finarte adheres to the general principles set out in this Ethical Code, as well as to applicable national and EU legislation. Similarly, therefore, those subject to this Code who are responsible for managing relations with public administrations in the name and on behalf of Finarte are required to act with integrity, loyalty and fairness, refraining from directly or indirectly influencing the actions of public administration officials in order to obtain improper advantages, whether for personal gain or for the benefit of the Company.

In dealings with the public administration, whether in Italy or abroad, no one is permitted to pay or offer, either directly or through third parties, sums of money or benefits of any kind or amount to public officials or public service employees, government representatives, civil servants or private individuals – whether Italian or foreign – with whom Finarte has business dealings, to compensate or reward them for an act performed in the course of their duties, nor to secure the performance of an act contrary to the duties of their office, nor to attempt to improperly influence decisions.

Payments to third parties to influence the acts of public officials, unlawful favours, promises or solicitations – even indirect ones – of personal advantage, corrupt practices or collusive conduct, of any nature and in any form, are strictly prohibited.

In any event, in the course of any dealings with the public administration (for example, commercial dealings or dealings arising in the context of checks, inspections or audits carried out by the relevant authorities), whether in Italy or abroad, no person shall:

  • to offer employment and/or business opportunities to public administration staff involved in commercial negotiations or in checks, inspections or audits, or at least to their family members;
  • offering, directly or indirectly, gifts, presents or any form of benefit to public administration staff, or to their family members, except in the case of acts of commercial courtesy of modest value and, in any event, in compliance with the prescribed value limits;
  • influence the decision-making autonomy of another person responsible for managing relations with public administration staff;
  • solicit or obtain confidential information that compromises the integrity or reputation of either party.

Such conduct is also strictly prohibited where it is intended to favour or prejudice a party in civil, criminal or administrative proceedings, or to confer a direct or indirect advantage on the parties to such proceedings. Finarte does not intend to make use of the services of Recipients who may find themselves in a situation of conflict of interest.

2.5 Relations with customers, clients and suppliers
Finarte bases its conduct towards customers on the principles of helpfulness, professionalism and courtesy, with a view to ensuring their complete satisfaction. Therefore, each Recipient, within the scope of their responsibilities and in their dealings with customers and principals, must always honour the commitments made and fulfil their obligations towards them, and undertake to act courteously and efficiently, in accordance with the terms of the contracts. Finarte endeavours to verify the authenticity and legitimate provenance of goods put up for auction or subject to private negotiation.

Finarte regards its suppliers as one of the key sources of its success and, as such, manages its relationships with them in accordance with the principles of legality, transparency, fairness and integrity, requiring them in turn to adhere to these principles, together with all the other general principles set out in this Ethical Code.

The selection of suppliers and the determination of purchasing terms are based on objective criteria, such as quality, value for money, price and efficiency, subject to justified exceptions (e.g. due to special circumstances such as the selection of a consultant on the basis of intuitu personae or the need to use so-called ‘sole’ suppliers).

More generally, all actions, transactions, negotiations and, in general, conduct in the course of business dealings with both customers and suppliers must be characterised by the utmost integrity, excluding any form of corruption or favouritism, and must ensure the completeness and transparency of information and compliance with the law – not merely in a formal sense – in accordance with applicable regulations and this Ethical Code.

2.6 Relations with the wider community
Finarte believes that, even in relations with external third parties with whom it has no contractual relationship of any kind, the Ethical Code – and in particular compliance with the general principles set out therein – must serve as the benchmark for the conduct of all those to whom it applies.

Furthermore, in view of the economic and social impact generated by its activities and strategic decisions, Finarte operates in accordance with the following criteria:

  • compliance with anti-pollution regulations and the use of environmentally sustainable materials;
  • management of external communications and relations with the press and the media, whilst showing respect for customers and the wider community, with particular emphasis on transparency, clarity and timeliness.

2.7 Relations with other stakeholders
2.7.1 Relations with political parties, trade unions and associations
Finarte may make contributions to political parties, associations, movements, committees and political and trade union organisations, both in Italy and abroad, as well as to their representatives or candidates, only in full compliance with the law. It also refrains from exerting any direct or indirect pressure on politicians.

2.7.2 Relations with the media
Relations with the media in general are the sole responsibility of those Finarte representatives delegated to handle such matters and must be conducted in accordance with the communications policy and in line with the guidelines set out by Finarte.

Recipients may not, therefore, provide information to representatives of the media without Finarte’s authorisation.

In all cases, information and communications relating to Finarte and intended for external audiences must be accurate, truthful, complete, transparent, consistent with one another and always strictly compliant with the provisions of the law (for example, regarding the protection of personal data).

2.8 Management of gifts, gratuities and sponsorship
Finarte prohibits Addressees from offering or accepting money, gifts or benefits – including for personal purposes – with a view to obtaining undue advantages of any kind, contrary to their official duties or otherwise in breach of applicable legislation and/or this Ethical Code.

Acts of commercial courtesy towards third parties, as well as the acceptance thereof, are permitted, provided they are of modest value and, in any event, to an extent that does not compromise the integrity and reputation not only of the individual but also of the Company itself.

In the context of dealings with the public administration, acts of commercial courtesy, such as gifts or hospitality, or any other form of benefit (including donations), are permitted only if intended to promote Finarte’s image and solely if of modest value, in line with normal commercial practice, within predefined limits and such that they do not compromise the integrity and reputation of the parties, as well as being in accordance with established custom; such acts must not, under any circumstances, be open to interpretation by an impartial third party as being intended to secure advantages or favours in an improper manner. In any event, such acts must always be authorised and properly documented. Anyone who receives explicit or implicit requests for gifts, favours or other benefits of any kind from representatives of the public administration or from persons acting in the employ of or on behalf of the public administration must immediately suspend all dealings.

The provisions set out above must not be circumvented by resorting to different forms of aid and contributions which, under the guise of commissions, consultancy work, advertising, sponsorship, entertainment expenses, etc., serve purposes similar to those prohibited in this paragraph.

Finarte may agree to requests for grants and sponsorships relating to social, cultural, environmental, educational, sporting and artistic initiatives and events, aimed at promoting and carrying out activities such as studies, research, conferences, seminars and public events on topics relevant to the Company.

Grants and sponsorships may only be made following verification of the beneficiary’s integrity, the nature of the event or initiative being promoted, and the absence of any potential conflicts of interest, as well as following approval by the Company’s governing body and the conclusion of specific contractual agreements.

GUIDELINES FOR COMPLIANCE WITH THE ETHICAL CODE
3.1 Implementation procedures
In order to ensure compliance with the Ethical Code, Finarte:

  • ensures the dissemination and awareness of the Ethical Code;
  • promotes the consistent interpretation and implementation of the Ethical Code;
  • promotes the investigation of reports of breaches of the Ethical Code and the imposition of sanctions in the event of such breaches, in accordance with current legislation;
  • works to prevent and combat any form of retaliation against those who contribute to the implementation of the Ethical Code;
  • sets out rules for the periodic updating of the Ethical Code, based on needs that arise from time to time, including in the light of the activities outlined above.

Without prejudice to the powers conferred on the corporate bodies by law, as well as those of the Supervisory Board, all Addressees are required to implement the Ethical Code and to cooperate in its implementation, within the limits of their respective responsibilities and functions.

3.1.1 Responsibilities of the Supervisory Board regarding the implementation and monitoring of the Code
The Supervisory Board is responsible for the following tasks relating to the implementation and monitoring of the Ethical Code in particular and the 231 Model as a whole:

  • to cooperate in decisions regarding breaches of provisions and rules (ascertained by the Supervisory Body itself, either on its own initiative or following a report made to it);
  • to verify the application of and compliance with the Code;
  • to monitor initiatives aimed at raising awareness and understanding of the Code, and in particular to ensure the development of communication and ethical training activities;
  • to propose to the Board of Directors any updates, amendments and/or additions to this Code.

The Code is brought to the attention of the recipients through specific communication and/or training initiatives.

3.2 Procedure for reporting breaches
Finarte aims to provide the Addressees with a straightforward means of reporting breaches of the Ethical Code (hereinafter, “Report”), whilst safeguarding the confidentiality of the whistleblower’s identity and ensuring that they are not subject to any form of retaliation.

Reports may be made in accordance with the procedures set out in the
whistleblowing procedure and Model 231, to which reference is made.

For the sake of completeness, it should be noted that, in accordance with the provisions of the legislation on so-called ‘whistleblowing’, Finarte protects the confidentiality of the identity of the whistleblower, the person against whom the report is made and the content of the report, and prohibits any form of retaliation or discrimination related to the report, as further detailed in Model 231.

3.3 Sanctions
Any breach of the Ethical Code by Finarte employees constitutes a disciplinary offence, with all the legal consequences that this entails pursuant to Article 7 of Law 300/70, as well as the current National Collective Labour Agreement (C.C.N.L.). A breach of the Ethical Code by Addressees who are not employed by Finarte is considered a breach of contract, as compliance with the provisions of this Ethical Code is a prerequisite for the continuation of the existing professional or collaborative relationship.