DISCIPLINARY SYSTEM According to Legislative Decree 231/2001

Transcription

1 DISCIPLINARY SYSTEM Accrding t Legislative Decree 231/2001 Number Apprval Date EDITION 1 Bard f Directrs 19/12/ Bard f Directrs 03/09/2015 The present Disciplinary System has been translated frm that issued by AXXAM, by the

2 Pag. 2/8 INDEX 1. Objective and field f applicatin Glssary Receivers The Supervisry Bdy Evaluatin guidelines Significant cnducts Disciplinary System fr the Emplyees Disciplinary system fr the Executives (including Executives with delegated functins, ex art.16 Legislative Decree 81/08) Measures in respect f the CEO, COO, CFO and the CSO Measures in respect f the members f the Bard f Statutry Auditrs Meausres in respect f Third Party Recipients... 8

3 Pag. 3/8 1. Objective and field f applicatin The fllwing principles and prvisins pertain t the Disciplinary System established by the Organizatin, Management and Cntrl Mdel (hereinafter the Mdel) adpted by Axxam S.p.A (hereinafter, Axxam r the Cmpany ), in cmpliance with articles 6 and 7 f Legislative Decree 231/2001, as amended (hereinafter, the Decree). This afresaid Disciplinary System is brught t the attentin f the Emplyees by publicatin in the Cmpany s intranet. Fr all ther Receivers, the Disciplinary System and the related prvisins are an integral part f their cntractual relatinship with Axxam, and are made available n the Cmpany s website. Given the seriusness f the ptential cnsequences fr Axxam, in the event f nn-cmpliance with the Mdel and the Cde f Ethics by the executives, the Emplyees and the Cllabratrs f Axxam (hereinafter, cllectively, the Persnnel ), as well as by the members f the Bard f Directrs (hereinafter, the Directrs ) and the members f the Bard f Statutry Auditrs f the Cmpany, each vilatin is subject t the disciplinary sanctins listed belw. Ntwithstanding the abve, each f such vilatins is cnfigured as a breach f duty f care and lyalty which is likely t harm, in severe cases, the relatinship f trust between the Emplyer and the afresaid individuals. The applicatin f the Disciplinary System shall nt necessarily depend n the cnduct and utcme f any legal prceedings instituted by the Judicial Authrities, when the cnduct in case cnstitutes a crime which is relevant under the Decree, with n prejudice t the right f Axxam t seeking cmpensatin fr damages resulting frm the vilatin f the Mdel and the cmmissin f a crime by thse individuals specifically identified in art. 5, part 1 f same Decree.. The respnsibility fr the implementatin and the applicatin f the Disciplinary System lies with the Axxam as the Emplyer, in the persn f the CEO with the supprt f the Human Resurces Department. Cnsidering the duties f care and supervisin f the Supervisry Bdy with regards t the prper interpretatin and evaluatin f the Mdel and its effectiveness, any disciplinary prcedure may als be initiated based n the input and recmmendatin t the Emplyer by the Supervisry Bdy itself. The disciplinary sanctins are applied t Persnnel in cmpliance with the rules, regulatins and guarantees prvided by the Italian Wrkers' Statute, the Natinal Cllective Bargaining Agreement applicable, and the individual emplyment cntracts. The present Disciplinary System cmplements and des nt replace the brader system f sanctins pertaining t the relatinship between the Emplyer and the Emplyee, and the legislatin in frce. 2. Glssary CEO Chief Executive Officer HR Human Resurces CCNL Natinal Cllective Bargaining Agreement

4 Pag. 4/8 RSPP Health and Safety Manager at wrkplace COO Chief Operating Officer CFO Chief Financial Officer CSO Chief Scientific Officer CDA Bard f Directrs 3. Receivers The fllwing persns are bund t bserve the Cde f Ethics and the prvisins f the Mdel, and may be subject t this Disciplinary System: a) any persn in the cntext f Axxam s rganizatin, cvering duties f representatin, administratin, management and cntrl f the Cmpany - including the members f the Bard f Directrs and the members f the Bard f Statutry Auditrs (hereinafter, cllectively, the Crprate Bdies) - r ne f its functinally and financially independent rganizatinal units, r f affiliated cmpanies: Imax Discvery GmbH and HIT Discvery Cnstance GmbH, as well as all individuals exercising, even de fact, management and cntrl duties (hereinafter, Persns wh hld an Apical Psitins ); b) any persn in the cntext f Axxam s rganizatin wh is subject t the directin and supervisin f a persn hlding an Apical Psitin (hereinafter, Subject Psitins ); c) any third party, including cnsultants and business partners, that have fr any reasn a cntractual relatin with Axxam, ther than an emplyment relatinship, r wrking directly r indirectly with the Cmpany (hereinafter Third Party Recipients ). All individuals related t Axxam by a subrdinate emplyment relatinship, regardless f the applicable cntract and the awarded qualificatin and grading (management, middle management, emplyees, wrkers), are subject t the directin and the supervisin f thse persns, within the Cmpany rganizatin, hlding Apical Psitins. Third Party Recipients f the Mdel and its Disciplinary System are, with n limitatins, thse individuals wh d nt have a subrdinate emplyment relatinship with Axxam (including the Cllabratrs) as well as cnsultants, agents and prxy hlders acting in the name r n behalf f the Cmpany, suppliers, cntractrs, cmmercial and scientific partners, individuals in charge f specific tasks and functins with regard t Health Prtectin and Safety at wrkplace (e.g., the Physician in Charge and the Health and Safety Manager, if external). 4. The Supervisry Bdy As part f its surveillance and mnitring activities with regard t the cmpliance with the Cde f Ethics and the Mdel, the Supervisry Bdy, may indicate r require the Emplyer the applicatin f specific sanctins. Any disciplinary cmplaint must be ntified t the Supervisry Bard, withut delay.

5 Pag. 5/8 5. Evaluatin guidelines In each individual case, the type and extent f the specific measures and penalties t be applied shall be in prprtin t the seriusness f the miscnduct and infringement, taking in due accunt the fllwing items: a) the subjective element f the cnduct, depending n the intent r guilt; b) the extent f the infringement; c) the hierarchical r technical level f respnsibility; d) the presence f aggravating r mitigating factrs, with specific reference t the prfessinal level, the previus wrk experiences and the circumstances in which the infringement was cmmitted; e) the pssible sharing f respnsibility with thers wh have cntributed t the infringement; f) thse cnducts that might, even ptentially, cmprmise the effectiveness f the Mdel itself. If a single act leads t mre than ne infringement, which are punishable by different penalties, the mre severe sanctin can be applied. 6. Significant cnducts Fr the purpses f this Disciplinary System, all cmmissive r missive cnducts (including negligence) such as t affect the effectiveness f said System as a tl fr preventing the risk f cmmissin f the crime and ffenses referred t in the Decree, are in vilatin f the Mdel. In particular, the fllwing cnducts cnstitute a disciplinary ffense: a) the infringement f the principles and criteria f cnduct highlighted in the Cde f Ethics and the Mdel itself; b) the vilatin f the prcedures and prtcls frmalized in the s called Special Sectin f the Mdel; c) the mitted, incmplete r untrue dcumentatin f all activities perfrmed in each f the sensitive prcesses, as prescribed in the prcedures referred t in the Mdel; d) the vilatin f the disclsure requirements in respect f the Supervisry Bard; e) any unjustified hindrance t the cntrls r t the access t dcuments and infrmatin, ppsed t the Supervisry Bard r t thse respnsible fr mnitring the cmpliance with the prcedures, as well as any ther cnduct which vilates r circumvents the cntrl systems prvided fr by the Mdel; f) the missin r vilatin f any requirements f the Mdel with regard t Safety and Health Prtectin at wrkplace, r t the preventin f pllutin r envirnmental damage. The nn-cmpliance with, r the vilatin f: a) the prvisins f the law, b) the general principles f the Disciplinary System, c) the criteria f cnduct prescribed in the Cde f Ethics and in the Cmpany s prcedures, by the Persnnel f Axxam, cnstitute a breach f the bligatins arising frm the emplyment relatinship and a disciplinary ffense.

6 Pag. 6/8 In accrdance with the prvisins set frth in art. 7 f Law n. 300, dated May 20, 1970 (Wrkers' Statute) as amended, the disciplinary measures impsed t the Emplyees are thse prvided fr by the system f sanctins laid dwn in the Natinal Cllective Bargaining Agreement f the Italian pharmaceutical industry, namely: verbal warning; written warning, in case f recurrence within tw years f the cases f culpable vilatin f prcedures and/r requirements, as well as f prcedural errrs, with external relevance, due t negligence f the Emplyee; penalty payment, nt exceeding the amunt f three (3) hurs f pay, which can be applied when, fr technical r hierarchical respnsibility, r in the presence f aggravating circumstances, the culpable r negligent cnduct culd even ptentially undermine the effectiveness f the Mdel, such as in, but nt limited t, the cases f: nn-cmpliance with the disclsure requirements t the Supervisry Bdy and/r t the hierarchical referent f the Emplyee; repeated failure t cmply with the bligatins prvided fr by the prcedures and requirements set frth in the Mdel, when said bligatins have pertained r pertain a prcess invlving the Public Administratin. suspensin frm wrk and remuneratin, fr nt mre than three days, t be nly applied in case f infringement and default f majr imprtance. By way f example, but with nt limited t, suspensin frm wrk and remuneratin shall be applied in the event f: failure t cmply with the prvisins pertaining t the pwers f representatin and the pwer f signature granted by Axxam, with regard t all acts and dcuments invlving the Public Administratin; lack f supervisin, by the hierarchical referent, with regard t cmpliance with the prcedures and prvisins f the Mdel by their subrdinates, in rder t ensure their actins within the areas at risk f crime and, in any case, within any activity pertaining the peratinal prcesses at risk f crime; false r unsubstantiated reprting with regard t any infringement t the Mdel and the Cde f Ethics. dismissal with ntice, in case f repeated serius vilatins f the prcedures and bligatins with external relevance, in the cnduct f activities in the areas at risk identified by the Mdel; dismissal withut ntice, fr serius miscnduct s as nt t allw the cntinuatin, even n a temprary basis, f the emplyment relatinship (e.g., cause) such as, by way f example but nt limited t: any vilatin f the prcedures and requirements f the Mdel, with external relevance, r any fraudulent cnduct clearly directed t the cmmissin f a crime amng thse cnsidered in the Decree, such as t call int questin the relatinship f trust with the Emplyee; any vilatin and/r circumventin f the internal cntrl system, thrugh the subtractin, destructin r alteratin f a prcedure and f

7 Pag. 7/8 the relevant dcumentatin, r by preventing thse respnsible fr the said prcedure, including the Supervisry Bdy, the cntrl f, r the access t, any infrmatin and dcument, in rder t hinder transparency and verifiability f the same. The investigatin f vilatins and the impsitin f the penalties, is in the cmpetence f the Supervisry Bard, in cnsultatin with the CEO. 7. Disciplinary System fr the Emplyees Withut prejudice t the prir cmplaint and the prcedure f art. 7 f Law n. 300/1970, all Emplyees wrking under the directin and the supervisin f the persns wh hld an Apical Psitin f the Cmpany, and whse cnduct cnstitute an infringement f the prvisins f the Cde f Ethics and the Mdel, are subject t the sanctins prvided by the Natinal Cllective Bargaining Agreement, in accrdance with the principle f apprpriateness and prprtinality f the penalty theref. In any case, n disciplinary measure which is mre severe than a verbal warning shall be issued befre eight days frm the date f the relevant ntificatin, during which the Emplyee may submit his justificatin. If the measure will nt be issued within eight days after such justificatin, the latter shall be deemed accepted. Any vilatin by the Cmpany s Emplyees f the bligatins arising frm the emplyment relatinship, within the meaning f Articles 2104 and 2105 f the Italian Civil Cde, as well as frm the Natinal Cllective Bargaining Agreement and the individual cntracts, shall nnetheless cnstitute a disciplinary infringement fr the purpses f the applicatin f the abve listed sanctins. 8. Disciplinary system fr the Executives (including Executives with delegated functins, ex art.16 Legislative Decree 81/08) In case f vilatin f the criteria f cnduct set ut in the Mdel, in the Cde f Ethics and in the related prcedures, based n the relevance and seriusness f their acts, with n prejudice t the prir cmplaint and the prcedure f art. 7 f Law n. 300/1970 and, in any case, in accrdance with the prvisins f the Natinal Cllective Bargaining Agreement in frce, suitable sanctins amng thse listed abve shall be applied. The disciplinary prceedings and the applicatin f the sanctins fall within the respnsibility f the CEO (the Emplyer), supprted by the HR functin. The specific vilatins f the Mdel s prescriptins which may result in the anticipated terminatin f the emplyment relatinship f the Cmpany's Executives, are expressly stated in their individual cntracts, r in separate letters signed fr acceptance. 9. Measures in respect f the CEO, COO, CFO and the CSO In case f vilatin f the legislatin in frce, as well as f the Mdel r the Cde f Ethics by the CEO, the COO, the CFO and the CSO, the Supervisry Bard shall infrm the Chairman f Bard f Directrs in rder t adpt apprpriate measures, in accrdance with the Natinal Cllective Bargaining Agreement and the relevant regulatins.

8 Pag. 8/8 10. Measures in respect f the members f the Bard f Statutry Auditrs In case f vilatin f the legislatin in frce, as well as f the Mdel r the Cde f Ethics by ne r mre members f the Bard f Statutry Auditrs, the Supervisry Bard shall infrm the Chairman f the Bard f Directrs wh shall take the apprpriate determinatins. 11. Meausres in respect f Third Party Recipients Any vilatins f the Cde f Ethics by thse individuals wh d nt have a subrdinate emplyment relatinship with Axxam (e.g., cnsultants, agents, prxy hlders, suppliers, cntractrs, cmmercial and scientific partners), r any ther persn having a business relatin with the Cmpany is punished in accrdance with the specific prvisins set frth in the relevant cntracts. In particular, all f the said cntracts shuld prvide fr the applicatin f specific penalties, including a clause f terminatin, in case f nn-cmpliance with the prvisins f the Cde, with n prejudice f Axxam s rights t the restratin f any damages.