Code of ethics

1.    PERIMETER AND AREA OF APPLICATION
2.    VALUES AND GUIDELINES OF THE VOLKSWAGEN GROUP
3.    PRINCIPLES IN COMPANY MANAGEMENT
4.    GUIDELINES FOR CONDUCT AND BEHAVIOUR
5.    IMPLEMENTATION METHODS








1. PERIMETER AND AREA OF APPLICATION

The company purpose of VOLKSWAGEN GROUP ITALIA S.P.A. (henceforth also the "Company") is to distribute automobiles, spare parts and accessories of the Volkswagen, Škoda, Audi, and Seat brands and Volkswagen commercial vehicles and market and provide service to the branded products represented, ensuring a quality service to achieve Customer satisfaction and create the lasting company loyalty of its partners in the sales and service organisational network.

This Code of Ethics (henceforth also the "Code" for brevity) represents the values and rules of conduct expected of the Company and the addressees as set forth below. The Company undertakes to promote the knowledge and compliance with the concepts of the Code with all of its subsidiary companies, so that the rules of conduct defined therein are understood and followed by all.

The addressees of the directives contained in the Code include: all VOLKSWAGEN GROUP ITALIA S.P.A. employees, regardless of function and credentials, collaborators, trainees, employees of other Group companies who work, permanently or temporarily, with VOLKSWAGEN GROUP ITALIA S.P.A., directors, auditors, attorneys, consultants, agents, business finders, dealers and service partners, characteristic suppliers, contractors, direct subsidiaries and any party who works in the name of or on behalf of VOLKSWAGEN GROUP ITALIA S.P.A.
Addressees are required to be familiar with the contents of this Code, understand its meaning and ask for clarification of any part of it, if necessary, as set forth in the section "Methods of Implementation" in this document.

The Company undertakes to inform all the parties subject to the rules of the Code or parties to whom the Company has an interest on the directives and underlying principles.

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2. VALUES AND GUIDELINES OF THE VOLKSWAGEN GROUP

2.1 CUSTOMER FOCUS

- Customer satisfaction is our priority and a prerequisite for the satisfaction of our Collaborators, shareholders, and other stakeholders with an interest in the Volkswagen Group (“stakeholders”).
- Our internal quality standards are based on the needs, the expectations, and desires of our Customers.


2.2 “TOP PERFORMANCE”

- We can only achieve real results by demanding the most of ourselves.
- Our constant eye on the results is the source of our success and our personal satisfaction.


2.3 CREATING VALUE

- Everything we do must create value, otherwise it is better not to do it.
- Doing our job in the best possible way can help improve the quality of the work of everybody.


2.4 CONTINUOUS INNOVATION

- We fight for our ideas and we are open to listen to the ideas of others.
- We don't rest on our laurels; we strive to consistently and continuously develop new ideas and new opportunities.


2.5 RESPECT

- We show respect for the results of others: our Collaborators, colleagues, superiors, partners, and competitors.
- The hierarchy changes decisions made only in exceptional cases.


2.6 RESPONSIBILITIES

- We make room for others, we ask for room for ourselves and we use it effectively.
- Our objectives are ambitious, our plans are realistic and our assessments are transparent.


2.7 CONTINUITY

- In our daily activities, we keep in mind the long-term objectives established by the Group.
- Every top manager promotes and mentors future strategic issues.

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3. PRINCIPLES IN COMPANY MANAGEMENT

3.1 FAIRNESS AND HONESTY

VOLKSWAGEN GROUP ITALIA S.P.A. follows the principles of fairness and honesty in operating its business. All parties that directly or indirectly carry out any activities for the Company or on its behalf are required to work in conformity with these principles.
The addressees of the Code are required to acknowledge and strictly and completely comply with the following basic rules of conduct:

- fraudulent practices and actions, acts of corruption, favouritism and any conduct that violates the law, industry regulations, internal regulations and any rules set forth under the present Code, are prohibited;

- giving or receiving gifts for any reason that might be interpreted as exceeding normal commercial practice or crossing the line of courtesy, or which may be interpreted as being done with a view to currying favourable treatment for oneself or in any actions related to the Company, is prohibited.

These actions are prohibited and will be strictly punished regardless of whether they were carried out or merely attempted, directly or through third parties, to obtain personal gain or gain for others or for the Company.


3.2 IMPARTIALITY

VOLKSWAGEN GROUP ITALIA S.P.A. avoids any form of discrimination based on age, gender, sexual orientation, health condition, race, nationality, political views or religious beliefs against its stakeholders in carrying out any activity.


3.3 COMPLIANCE WITH THE LAW

VOLKSWAGEN GROUP ITALIA S.P.A. views compliance with the law and regulations as a key value in carrying out all aspects of the Company business. Each addressee must perform his or her duties in full and complete compliance with applicable law and regulations.
The Company will not commence or continue any relationship with partners which do not intend to implement and comply with this principle. This is also true for negligent, malicious or illegal conduct that, shown by individuals, can generate a benefit, interest or advantage for the Company.
Any conduct that might be construed as relevant to any criminal offence is strictly prohibited, especially if specifically contemplated by Legislative Decree 231/01 as amended.


3.3.1 Compliance with specific regulations

In addition to the legislative requisites referred to in the sections of this Code, the conduct described below is expressly prohibited.

Furthermore, it is also strictly prohibited to engage in:

- any activity that potentially involves the Company in criminal association (especially Mafia related);

- any activity that might be construed as receiving stolen goods, money laundering, or use of money, goods or assets from an illegal source;

- any acts of terrorism or of subversion of the democratic order; to this end, the Company undertakes to take preventative measures to avoid involvement, including indirect involvement, in financing terrorism with special reference to processes relating to cash handling, personnel hiring, and selection of suppliers and Customers.


3.4 COMPLIANCE WITH COMPANY REGULATIONS

VOLKSWAGEN GROUP ITALIA S.P.A. provides access to information, on its own premises, on company regulations in full compliance with workers' rights, prevailing legal provisions and the relevant national bargaining agreement. Each Collaborator must have a copy of and comply with the directives pertaining to their responsibilities and duties.


3.4.1 Accuracy in the accounting entries and extraordinary transactions

Every transaction and deal must be accurately reported, authorised, verifiable, legitimate, consistent and congruent. If the addressees discover any omissions, falsifications or inaccuracies in the accounting entries or in the records containing these entries, they are required to promptly inform the Supervisory Board of their findings.

The financial statements and any other company communications useful for shareholders and third parties must guarantee true, complete and correct information on the economic, financial and business situation as a whole.

Each addressee that contributes to preparing this information must:

a) ensure that the operating events are represented correctly and promptly in the accounts;

b) ensure:

- that appropriate supporting documentation is available for each transaction, so as to guarantee easy accounts recording, identification of the various levels of responsibility and an accurate reconstruction of the event;

- utmost co-operation;

- completeness and clarity of the information provided;

- the accuracy of the data and processing;

- the precision of the information produced and supplied.

a) avoid risks;

b) assess risks that cannot be avoided;

c) combat risks at the source;

d) adapt the work to the individual, especially as regards the design of workplaces, the choice of work equipment and the choice of working and production methods, in order to alleviate monotonous and repetitive work and reduce their effect on health;

e) adapt to technical progress;

f) replace the dangerous with the non-dangerous or the less dangerous;

g) develop a coherent overall prevention policy which covers technology, organisation of work, working conditions, social relationships and the influence of factors relating to the working environment;

h) give priority to collective protective measures over personal protective measures;

i) give appropriate instructions to workers.

- cultivate a climate within the organisational structure that is conducive to the human and professional growth of its Collaborators;

- respect the dignity, professionalism, health and safety of its Collaborators;

- act in full compliance with prevailing law, the national bargaining agreement and the supplementary company contract;

- develop Personnel and promote their training and professional growth;

- foster a work environment characterised by open dialogue and reciprocal communication.

a) collaborators are prohibited from offering cash or gifts to any Public Administration officials, directors or employees or their family, Italian or foreign, provided the gifts are of modest value;

b) illicit payments made directly by Italian authorities or their employees and illicit payments made through persons who act on behalf of these authorities in Italy or abroad are considered acts of corruption;

c) collaborators are specifically prohibited from accepting any object, service, or valuable favour in exchange for special treatment in relation to any relationship entertained with the Public Administration;

d) in business dealings, requests or relationships with the Public Administration, company personnel must never attempt to inappropriately influence the decisions of the counterparty, including the decisions of officials who deal with or make decisions on behalf of the Public Administration;

e) in the specific case of contracts with the Public Administration, Collaborators must comply with the law and commercial best practices;

f) if the Company uses a consultant or another third party to represent it in its relationships with the Public Administration, the contract that regulates the relationship between the parties – with the consultant and his personnel or with the third party - must include a provision stating that the same directives apply to the employees of the authority;

g) the Company must not be represented by a consultant or other third party in relationships with the Public Administration if this creates conflicts of interest;

h) in business dealings, requests or relationships with the Public Administration, the following actions, taken directly or indirectly, are prohibited: considering or making job offers and/or commercial proposals that can personally benefit employees of the Public Administration; requesting or obtaining confidential information that can compromise the integrity or the reputation of both parties;