This document, called the Code of Ethics, expresses the commitments and responsibilities that BEA Technologies Spa, later simply BEA, assumes in conducting its business. These commitments and responsibilities are assumed by all the collaborators and employees of BEA Technologies Spa and must inspire the behavior of all the subjects, whether internal or external, who interact with BEA Technologies and in particular with the Public Administration.
The Code of Ethics, in compliance with Legislative Decree n. 231/2001, regulates the principles, rights, duties and responsibilities that inspire BEA Technologies Spa’s conduct. These include compliance with current laws and regulations.
GENERAL PRINCIPLES OF ETHICAL CONDUCT
BEA Code of Ethics deals with two types of behaviour: the principles that must inspire employees’ personal decisions and the rules that ensure compliance with the laws and ethics of BEA as a company.
A BEA employee must not only observe all the laws, but also act, in all circumstances, with honesty, correctness and integrity and lawfulness.
Consultants, agents and other external representatives of the Company have the same obligations of ethical behaviour required of their direct employees when they act with third parties on behalf of BEA. Therefore the reference to “employees” in the text that follows must be considered extended not only to the direct personnel but also to temporary staff, agents, consultants and any other person appointed by BEA to provide services on his behalf.
PERSONAL ETHICAL LINES OF CONDUCT
Every BEA employee has the responsibility to behave ethically towards customers, suppliers, colleagues, shareholders and the general public. Employees are expected not only to avoid behaving in an unethical manner, but they must also take initiatives and assume assertive ethical responsibilities regarding quality, honesty and fairness.
Each BEA employee must contribute in every circumstance to this commitment to quality. Thanks to the joint efforts, each of us puts our “signature” on everything we produce, whether it is the production of a mechanical piece, the preparation of a memorandum or the management of human resources. BEA employees must be proud to give their best in everything that bears their signature. For this to happen, every employee is required to show up at work on time, in the fullest of her/his physical and intellectual abilities and fully available to do teamwork throughout the day.
BEA demands honesty from each of its employees. Employees must be willing to take responsibility for their mistakes. Everyone will have to let their managers take part in the good news as bad news, such as on the causes of possible problems or unjustified absences and delays. Open discussion on the tasks performed well as on the areas of improvement required. Problems of periodic evaluations performed with one’s own collaborators must include inadequate performance or interpersonal conflicts must be their first appearance and not left unresolved. Employees are expected to report any unacceptable behavior to and discussed with their managers or management. Honesty also requires employees to refuse direct or passive complicity towards any incorrect behavior.
All BEA employees must treat their colleagues fairly and respectfully. As mentioned above, Service Managers must promote an environment that encourages employees to fully develop their skills, avoiding discriminatory, unequal or bullying treatment.
PROHIBITED ETHICAL BEHAVIORS
Conflicts of interest
Employees, their spouses and family members must avoid having external interests or activities that may come into conflict with Bea’s interests. Such activities could create a rift between the employee’s loyalty to the Bea and the outside, thus creating a potential conflict of interest.
Employees may not work or provide consulting services to competitors, suppliers or customers.
Furthermore, employees cannot perform “collateral activities” that are in competition with Bea’s activities during their free time. They must also avoid making financial investments in competing companies, suppliers or customers, other than investments in publicly listed companies.
Acceptance of Doni
Acceptance of gifts from Bea’s suppliers, customers or competitors suggests the idea of behaviors that are not very honest or correct.
No employee or family member may request or accept favors, gifts, loans or other benefits (including services and discounts or other material assets) from suppliers, customers or competitors
The only exception to this rule is the offer of entertainment or gifts (not in cash) of purely nominal value traditionally offered on a reciprocal basis to suppliers, customers or competitors.
Use of Company Resources
Each Bea employee is responsible for make use of company resources, including time, materials, equipment and confidential information, for work purposes and not for personal benefits. Any unauthorized use for personal purposes could be considered a theft of company assets. It is expected, for example, that Bea employees are employed exclusively in business on behalf of the company during normal business hours and do not use this time for personal purposes. Company assets, such as equipment and plant tools, office materials and services, cannot equally be used by employees other than for work purposes. Any use of these goods for employee social or personal activities may be authorized exclusively by the Management. All employees receive Bea’s technical and commercial information and it is expected that such information will remain confidential and will not be disclosed or used for purposes other than the activities and purposes of the company. They include, for example, the names of customers and suppliers, manufacturing processes, equipment, facilities and technical information, drawings, activity programs, unpublished financial and commercial information, as well as all relevant documents and data. This includes also the data stored electronically. Bea has made significant investments in systems that allow employees immediate access to a wide range of company information and most of them are internal and confidential. Bea employees have a duty to maintain the confidentiality of this information. Any disclosure outside of these requires the explicit prior approval of the Management. Inventions or ideas relating to Bea’s activities or developed during the course of their duties belong to Bea and should not be otherwise used or marketed by employees. For example, a computer program developed during working hours or using company equipment, or company information, cannot be sold or transferred to others. Furthermore, projects and information relating to Bea products cannot be used except in the context of Bea’s activities. Employees are obliged not to make improper use of the inventions and ideas of others. Material protected by copyright, by way of example but not exhaustive, it can neither be copied nor distributed in any way or form. It is forbidden to bring pirated copies covered by copyright into the company. These rules also apply, but not limited to, for computer programs, for video and audio tapes, for any support (electronic or otherwise), as well as for written material.
ETHICAL CONDUCT OF THE COMPANY’S ACTIVITIES
as a company, Bea must observe certain ethical and legal rules in order to fulfill its responsibilities towards customers and suppliers, employees, shareholders and the general public. Bea is committed to conducting its business with honesty and integrity and in full compliance with the laws and regulations of each country in which it operates. Consequently, all employees must ensure not only the personal observance of ethical rules, but also the observance, by the company, of definite ethical rules, in carrying out its activities. These rules concern gifts and payments to third parties, security procedures, commercial policies, obligations towards employees and the community, as well as the proper keeping of records and documents.
Entertainment and gifts
Bea believes that the decisions of its customers must be taken exclusively on the basis of of the quality of the products, of the service offered, of the price and other competitive factors. Gifts and entertainment of a purely nominal value can be used to establish a positive relationship with Bea clients. In cases where the gift or entertainment is a normal and accepted practice, such courtesies may be offered on condition that this is permitted, both of nominal value, does not conflict with the habits of the client company and is properly recorded in the Bea books. These practices must be avoided with employees of public administrations in order to avoid possible legal violations. The entertainment of customers and suppliers with reimbursement in the expense report is in any case allowed within the tax limits allowed and within the rules established by the client and supplier companies. When legally permissible, Bea may pay travel expenses to employees of customers visiting a Bea resort for work reasons provided it is are reasonable, authorized by the Management and properly recorded.
Payments to third parties
Bea may make payments to third parties exclusively for services or products duly supplied to the company. No Bea employee may make any payments, even in the form of a gift, reward or commission to insure or maintain business relationships, or for any other purpose, to clients, suppliers or competitors. To avoid even the appearance of improper payment, no payment must be made in cash, except for documented small cash expenses. It is forbidden to issue company checks for “cash” or “bearer” or to authorized third parties by the person who is entitled to receive the payment.
All relations and agreements with agents and distributors must be in writing and approved by the Management. Commissions and other payments must be adequately documented and highlighted for tax purposes.
Obligations towards Employees
Bea believes that all of its employees must have a safe work environment and equal career opportunities. Bea complies with all legislation and regulations on hygiene and safety and is committed to maintaining safe working conditions in all its facilities. Employees are also expected to assume their responsibilities for compliance with the safety rules, taking the necessary precautions, avoiding activities that could cause harm to colleagues and notifying the supervisors in charge of any dangerous conditions in the workplace. Bea is to choose, hire, promote and treat all of its employees fairly regardless of race, sex, religion, age or political belief, not to discriminate against disabled workers and to take initiatives to ensure that such practices are implemented. The company expects all employees to support this policy and treat their colleagues with respect and consideration.
Respect for the environment
All Bea employees must feel committed to safeguarding the environment inside and outside the establishments and property Bea. It is Bea’s policy to observe all relevant laws and take all preventive measures to reduce the risk of release of harmful substances. If any employee has concerns about processes, methods of control or disposal that may affect the environment, these concerns must be communicated immediately to your supervisor or to the person who is responsible for environmental protection.
records and documents documented in a concrete manner through its books and accounting documents. All employees are therefore responsible for ensuring the accuracy, reliability of the company’s accounting data and archiving. It is the company’s practice that all accounting books and documents conform to generally accepted principles and laws and / or regulations in force. All entries must contain appropriate descriptions of the relevant transactions and false or improper statements are prohibited. It is expected that all employees maintain accurate and up-to-date accounts and strive for proper archiving. No employee will be able to accept any transaction unless perfectly documented.
A strict integrity of the product is necessary for Bea to respect its quality objectives and maintain its reputation as a supplier of quality products. All employees have the obligation to ensure the integrity of the products under their control and the accuracy of the documentation regarding the integrity of the product. Cases of suspected intentional concealment of work or defective material or falsification of documents must be immediately reported to the Management.
COMPLIANCE WITH THE ETHICAL CODE
All personnel, consultants and other representatives are required to be aware of and observe these rules of ethical conduct. Violations of the code of ethics Bea can also justify actions for immediate dismissal or termination of contracts. Supervisors must ensure compliance with the code of ethics in their areas of competence; such compliance will be one of the criteria by which supervisors will be assessed. All Bea supervisors must set an example and clearly communicate their commitment to these ethical standards. Employees aware of behaviors that violate these rules are required to report them immediately. “Turning a blind eye” implies tacit approval and encouragement to unethical behavior who must not find a place with Bea. Violations of these rules can be communicated directly to the Management and the personal identity will be kept confidential. Bea, in relation to the