1. Preamble and Purpose
Armando Testa S.p.A. (hereinafter the “Company”) adopts this Code of Ethics (hereinafter the “Code”) as part of its governance framework, serving as a guiding and reference tool for all employees, collaborators, directors, clients, suppliers, and partners.
As the holding company of the Armando Testa Group (hereinafter the “Group”), the Company disseminates the principles of this Code of Ethics to all its subsidiaries and affiliates, as well as to their stakeholders, to whom the adoption of the Code is extended.
The Code represents the set of values, principles, and commitments that inspire the Group’s activities in the advertising and communications sector, in line with the guidelines of sector associations and with the Self-Regulation Code for Commercial Communication applicable to its industry.
1.1 Recipients, Scope of Application and Updates
The values, rules of conduct, and behavioural standards set forth in this Code are binding upon all parties interacting with the Company (hereinafter the “Recipients”), and in particular:
Board of Directors and corporate bodies;
employees;
clients and suppliers;
external consultants and collaborators;
all those operating on behalf of the Company under any type of partnership.
In conducting their relationships with the Company, the Recipients are required to comply with the provisions of this Code and to align their behaviors and actions with the principles expressed herein.
The Code is a dynamic document: the Company undertakes to update its content whenever changes in context, regulatory developments, or organizational needs make it appropriate or necessary.
Core values
The Code aims to identify the fundamental principles that define the ethical standards of the Company and establish the behavioral metrics to be followed.
The key values that constitute the foundation of the Company are:
Legality: all activities carried out in the name and on behalf of the Company are based on compliance with the law and are conducted with loyalty, responsibility, and good faith.
Integrity and fairness: the Company is committed to ensuring fairness in the management of its operations and in the communication of corporate information, avoiding misleading behavior that could undermine its integrity.
Equity and Respect for the Individual: the Company protects and promotes the recognition and safeguarding of human dignity, freedom, and equality, as well as health and safety in the workplace. It recognizes equal dignity for all employees and is committed to fostering a working environment free from prejudice and discrimination.
Transparency and Confidentiality: the Company conducts itself toward all stakeholders according to principles of transparency and honesty in communication, while ensuring the highest standards in safeguarding confidential information.
Social Responsibility: the Company values the growth of the social fabric in which it operates, aiming to contribute to the creation of long-term social and environmental value, also by making its expertise available for socially useful and philanthropic initiatives.
3. Principles of Conduct
The values of Armando Testa S.p.A., as outlined in this Code, inspire the principles governing the Company’s conduct in the various areas in which it operates.
1. General principles
1.1 Compliance with Applicable Laws
In carrying out its activities, the Company acts in full compliance with applicable laws and requires Recipients to do the same, maintaining conduct that does not compromise the Company’s moral and professional reliability.
Specifically, the Company and the Recipients must adhere to full compliance with national and international laws and regulations applicable to it, including tax, social security, and welfare laws, the protection of intellectual and industrial property and copyright, as well as competition and antitrust regulations.
With regard to employees, in addition to compliance with general laws and regulations, the Company requires adherence to the internal Group Regulations addressed to them, which form an integral part of this Code.
1.2 Anti-corruption
The Company intends to implement a zero-tolerance policy toward any form of corruption or unlawful conduct.
It is strictly prohibited to offer, promise, or accept money, gifts, or other benefits in order to obtain undue advantages, or to engage in collusive practices, favouritism, or conflicts of interest.
Relations with institutions, public bodies, clients, and suppliers must be based solely on transparency, fairness, and legality.
No direct or indirect offer or provision of money, gifts, or benefits of any kind may be made to clients, suppliers, external consultants, or their employees and collaborators with the intent of influencing them in the performance of their duties or securing an undue advantage. Likewise, no conduct may be tolerated that could even be perceived as exceeding ordinary business practices or courtesy, or aimed at obtaining preferential treatment in the conduct of any activity related to the Company, or at inducing the beneficiary to act contrary to their duties or obligations, or in any way distorting competition.
In general, the Company is committed to opposing any conduct by Recipients aimed at promising, offering, paying, or accepting, directly or indirectly, money or other benefits in order to obtain or maintain business or secure an unfair advantage in connection with the Company’s operations.
In compliance with the above, any commercial initiatives must be authorized by the Commercial Department and are permissible only if they do not compromise the integrity or reputation of either party, or if they could not be interpreted, by an impartial observer, as intended to obtain undue advantages.
1.3 Conflicts of Interest
Recipients of the Code must undertake to ensure that all decisions are taken in the Company’s best interest, in line with the principles of the Company’s management.
They must therefore avoid any situation in which a conflict of interest may arise, understood as the existence of relationships with other Recipients or with third parties which, by their nature (family, personal, financial, etc.), could influence the performance of their duties, undermining their ability to make impartial and objective decisions.
Any situation of conflict, even potential, must be promptly and fully disclosed to the Company, and the person concerned must refrain from carrying out or participating in activities that could harm the Company or compromise its reputation.
1.4 Confidentiality and Personal Data Protection
The Company ensures the confidentiality of the information in its possession and refrains from seeking confidential data unless expressly authorized and in compliance with applicable laws.
It also undertakes to protect the data acquired, stored, and processed in the course of its activities, particularly personal data, in full compliance with privacy legislation, having implemented specific policies and procedures that provide Recipients with clear instructions on how such data must be processed, the applicable principles, and the rules adopted by the Company for this purpose.
It is prohibited to conduct investigations into stakeholders’ ideas, preferences, personal tastes, or private life.
The processing of personal data must always be preceded by the express consent of the data subject, given following specific information and in accordance with applicable regulations.
Recipients are also required not to use information acquired in the performance of their duties for purposes unrelated to those duties.
1.5 Protection of Industrial and Intellectual Property
The Company fully respects third-party industrial and intellectual property rights, as well as applicable laws, regulations, and conventions, including at the European and international level.
Recipients, in carrying out their activities, must refrain from any conduct that may constitute misappropriation of industrial property rights, patents, designs, or models, whether domestic or foreign.
Recipients must also refrain from the unlawful or improper use, for their own benefit or that of the Company or third parties, of works protected under copyright law, particularly as provided by Italian Copyright Law (Law No. 633/1941).
1.6 Environmental Protection
The Company pays great attention to the impact of its activities on the environment, and Recipients are required to adopt behaviours aimed at safeguarding and preserving the surrounding environment.
Within the scope of its business activities, the Company undertakes to identify areas for improvement and to avoid negative environmental impacts by reducing consumption, emissions, and waste.
2. Relations with Human Resources
2.1 Value of the Individual
The Company considers people and diversity as fundamental values and promotes an inclusive and equitable working environment, undertaking to:
respect differences in gender, age, sexual orientation, ethnic and cultural background, religious belief, and physical and cognitive abilities;
prevent and combat all forms of discrimination and harassment;
ensure equal opportunities for career development, training, and growth.
In its business activities, the Company also strives to develop communication campaigns that reflect the diversity of society and contribute to spreading positive messages, promoting creativity and responsible communications as a driver of innovation and social growth.
2.2 Recruitment
The evaluation of candidates to be hired is based on the correspondence between the applicants’ profiles and the needs of the Company, in full respect of equal opportunities for all.
The information requested during the recruitment process is strictly connected to the analysis of the professional and attitudinal profile, in compliance with the candidate’s privacy and personal opinions. The recruitment function, within the limits of the information available, adopts appropriate measures to prevent favouritism, nepotism, or any form of clientelism during the selection and hiring phases.
2.3 Employment Relationships
Respect for the freedom and dignity of employees and collaborators is one of the Company’s core values.
Personnel are hired under regular employment contracts; no form of irregular employment is tolerated. Child labour, forced labour, physical or psychological abuse, or corporal punishment are considered absolutely unacceptable.
2.4 Personnel Management
The Company opposes and condemns any form of discrimination against its employees and collaborators, offering equal opportunities in employment and career path. The assignment of roles and responsibilities is based on skills and abilities.
In line with efficiency requirements, the Company provides forms of flexibility in the organization of work that facilitate the work-life balance, including, for example, the use of flexible working arrangements.
The Company is committed to strict compliance with applicable legislation concerning working hours, rest periods, weekly rest, mandatory leave, and holidays.
It also undertakes to recognize employees’ right to fair remuneration proportionate to the quality and quantity of work performed, in line with the provisions of applicable collective bargaining agreements.
The Company condemns the use of degrading or hazardous working conditions and surveillance methods, which are considered absolutely unacceptable.
2.5 Protection of Health and Safety in the Workplace
The Company is committed to ensuring that employees and collaborators work in compliance with applicable legislation and to fostering and consolidating a culture of health and safety, based on risk prevention, continuous improvement, adherence to active rules and procedures, and the adoption of responsible behaviour.
The Company promotes positive relationships, interactions, and communication in order to achieve the broadest involvement of employees and collaborators, ensuring a safe and healthy working environment.
3. Relations with Third Parties
3.1 Relations with Clients
The quality of the services offered to the market, the satisfaction of clients’ needs, and the maintenance of long-term relationships that generate value have been fundamental objectives of the Company since its establishment.
In relations with the Company’s clients, whether private entities or public administrations, Recipients are required to honour commitments and obligations, provide accurate and truthful information, operate in compliance with applicable regulations and demand compliance from others, and require observance of the principles and values set out in this Code.
3.2 Relations with Suppliers and External Partners
The selection of suppliers, external consultants, and any other collaborators, as well as the purchase of goods, is carried out by the appropriate Company functions on the basis of objective assessments of competence, competitiveness, fairness, reliability, reputation, price, and the guarantee of required quality standards.
The procurement process ensures equal opportunities for suppliers and requires conduct based on essential mutual loyalty, transparency, and cooperation.
All suppliers are required to comply with the principles and values of this Code in their relations with their employees, collaborators, and subcontractors when performing activities for the Company.
Should a supplier engage in conduct not aligned with the principles of this Code, the Company is entitled to take appropriate measures in relation to the contractual relationship.
3.3 Relations with Authorities
Relations with Authorities of all levels must be conducted with the utmost transparency, fairness, and cooperation.
Recipients must refrain from adopting evasive or omissive behaviour, or from any conduct that could, directly or indirectly, hinder the activities of judicial or regulatory authorities.
Likewise, Recipients must abstain from exerting pressure or threats, or from offering money or other benefits, with the aim of inducing someone to withhold testimony or provide false statements to Authorities.
4. Implementation, Monitoring and Sanctions
The Company undertakes to promote and ensure appropriate awareness of the Code by disseminating it to all Recipients through suitable, effective, and adequate information and communication activities, such as its publication on the Company’s website.
In compliance with the provisions of Legislative Decree 24/2003, the Company has established a reporting management system so-called “whistleblowing”, also accessible via the Company’s website, which allows reports of violations of laws or ethical principles, as well as of this Code, to be submitted confidentially and anonymously to the Whistleblowing Committee. Reports will be handled impartially, in accordance with established procedures.
The Code is binding on all those who act in the name of and on behalf of the Group or who maintain relations with it: the principles of conduct set out in the Code represent the benchmark to which the Company expects all Recipients to adhere in dealings with any counterpart of the Group.
Violation of the principles and provisions of the Code by Recipients may constitute a breach of their employment and/or contractual obligations, and may lead to disciplinary measures or termination of the contractual relationship in the most serious cases, without prejudice to any further remedies provided by law.