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Anti-corruption Code of Conduct

Anti-corruption Code of Conduct


The anti-corruption code of conduct (Code) refers to the United Nations Convention on Corruption and is committed to combatting all forms of corruption. 

The present Code falls within the terms of [French] law No.2016-1691 of 9th December 2016 on transparency, combatting corruption and modernizing economic life. 

However, a single document cannot address all cases of corruption and influence peddling that may arise within the framework of daily activities; each person must therefore use his/her own judgment and exercise common sense.  

In the event of any doubt about the appropriate conduct, each company shall base its action on the aids and advice it has put in place and on an internal warning system. 


1 - Purpose and Area of Application 

The purpose of the present Code is to define the types of conduct to be banned as likely to characterize acts of corruption of influence peddling. 

It is recalled that the Code does not replace the principles and rules stemming from other regulations and internal procedures in force within the SERGE FERRARI Group. 

The Code applies to all managers and employees (hereafter termed "Staff Members") of Group companies and both French and foreign subsidiaries, which adopt the Middlenext anti-corruption code of conduct. 

Each Staff member is responsible for adopting exemplary conducting within each company and for doing nothing that is against the rules laid down in this Code. 

Any question formulated by a Staff Member on applying the Code or on its interpretation shall be referred to his/her direct manager or to the referral person designated by the company. 

2 - Basic Rules and Variations 


* Corruption is conduct, by which a person (public official or private person) makes, demands or accepts, directly or through an intermediary, an offer or promise, gifts or any advantages with a view to accomplishing, delaying or not accomplishing an act entering directly or indirectly into the scope of his/her functions in order to obtain or conserve a commercial or financial advantage, or influence a decision. 

We distinguish two forms of corruption: 

- Active corruption, when it is the person, who corrupts, who initiates the corruption. 
- Passive corruption, when corruption is initiated by the person, who is corrupted, i.e. by the person, who accomplishes or does not accomplish an act in exchange for consideration. 

Corruption can assume several forms under the guise of commercial or current social practices; In particular, it can include invitations, gifts, sponsorships, donations, etc. 

*Influence peddling denotes the act of a person cashing in on his/her real or supposed quality or influence to impact a decision that will be made by a third party. 

This involves three stakeholders: The beneficiary (the person who provides advantages or donations), the intermediary (the person who uses the credit he/she possesses because of his/her position) and the target person, who has the decision-making power (public authority or administration, magistrate, expert, etc.). 


Principle and rules 

Staff members shall not commit acts of corruption and shall not use intermediaries, such as agents, consultants, advisers, distributors or any other commercial partner with the aim of committing such acts. 

If a person is confronted with a proposal, he/she must ask: 

Are the laws and regulations respected? 

Does it comply with the Code and the company's interest? 

Is it free from any personal interest? 

Will I be compromised, if my decision were to be communicated? 

Each company referring to the Code has established a procedure such that each employee can express, in total confidentiality, his/her doubts and uncertainties, if he/she is faced with a choice involving ethics or business conduct. 

2-1 Rules specific to Public Officials 


The term "Public Official" denotes a person holding public authority, responsible for a public service mission or holding a public service office for himself, herself or a third party. 

Principle and rules 

Corruption of a Public Official is liable to the heaviest penalties (the French Criminal Code penalizes heavily individuals guilty of public corruption - sentences can go as far as 10 years imprisonment and a 1 million euro fine). 

All relations with a public official shall comply with the regulations governing them (i.e. the regulations applicable in the specific country of the public agent or which have been imposed upon him/her by his/her employer).  

If it not prohibited by law, any advantage granted to a public official shall be totally transparent with respect to the company and subjected to advance management authorization. 

2-2 Gifts and Invitations 


Reference should be made to the definition given in Article 2.2 of the Deontology Charter. 

Principle and rules 

Gifts and invitations can resemble or be perceived as acts of active or passive corruption, so due care and attention shall be given in relation to gifts, signs of courtesy and hospitality (received or given), invitations to entertainments that contribute to establishing good relations, but can be considered to be ways of influencing a decision, or favoring a company or person. 

2-3 Gifts and Donations to Charity or Political Organizations 


Gifts and donations are advantages given in the form of money and/or in-kind contributions. They are allocated for a specific purpose: research, training, the environment (sustainable development) and for charitable or humanitarian purposes. 

Political contributions - whether monetary or not - are aimed at supporting parties, managers or political initiatives. 

Principle and rules 

Requests for gifts, donations or contributions shall be carefully considered; especially those emanating from persons in a position to influence company activities or those who could benefit personally, if the gift or donation was provided. 

Requests for gifts or donations shall be approved by a direct manager. 

2-4 Patronage and Sponsoring 


Through patronage or sponsoring, the company wishes to give its financial or material support to a social, cultural or sporting action in order to communicate and promote its values. 

Principles and rules 

Patronage and sponsoring shall be undertaken without seeking advantages from the beneficiary other than promoting the image of the company. 

2-5 Facilitating Payments 


Facilitating payments are unofficial payments (unlike legitimate, official dues and taxes) paid to facilitate or accelerate any formalities, in particular administrative, such as permit and visa applications, customs clearance, etc. 


Principle and rules 

The company does not accept "facilitating payments" unless of an imperative nature (e.g. health and safety of a Staff Member, etc.). 

2-6 Third Party Surveillance (suppliers, service providers, customers] 


Surveillance is implemented with regard to third parties (both natural and legal persons) with whom the company interacts and who can, in some cases, represent a specific level of risk on terms of corruption. 

Third parties can be: business partners, suppliers, service providers, agents, customers, intermediaries, etc. 

Principle and rules 

Each company undertakes to ensure that third parties adhere to its principles and values and to perform the appropriate diligent steps, if need be. 

2-7 Conflicts of Interest 


Conflicts of interest stem from any situation, in which the personal interests of Staff Members are in conflict with their functions or responsibilities. 

Principle and rules 

Should circumstances give rise to a potential or proven conflict of interest, the Staff Member concerned shall immediately inform his/her direct manager. 

2-8 Accounting Records/Internal Audits 


The company shall ensure that its accounting departments and/or its internal and/or external auditors are careful in their checks with regard to concealment of acts of corruption and influence peddling in books, registers and accounts. 

Principle and rules 

All assets, liabilities, expenses and other financial transactions performed by the Group shall be recorded in suitable accounting books, which shall be kept regularly and in compliance with relevant principles, rules and laws. 

Persons working on accounting verification assignments (audits, accounts certification) shall be particularly vigilant with regard to the accuracy and reliability of accounts. 

3 - Application 

3-1 Training and Awareness 

Company management, including managerial and non-managerial personnel, the most exposed to risks of corruption and influence peddling shall receive training, which they are required to attend, in relation to awareness of these problem issues. 

Staff Members shall be required to read the present Code and shall be made aware of the fight against corruption and influence peddling by their managers. 

3-2 Reporting of Practices non-compliant with Code and Whistleblower Protection 

Each Staff Member may raise his/her doubts and questions with his/her manager and/or referral person in compliance with the procedure defined by the company: 

  • If he/she is confronted by a risk of corruption or influence peddling 

  • If he/she considers, in good faith, that a violation of the Code has been or is being or will be committed 

  • If he/she discovers that someone is suffering retaliation for having reported a practice in good faith. 

Any Staff Member, who reports in good faith and selflessly (i.e. is sincerely convinced that his/her declaration is accurate) a violation or risk of violation of the Code to his/her management or referral person shall be protected against all forms of retaliation. 

His/Her identity and the facts shall be treated confidentially in compliance with applicable regulations. 

Moreover, an error of good faith shall prompt no disciplinary measure while, conversely, intentionally malicious or those characterized by a desire to harm shall be liable to punishment. 

3-3 Professional Warning System 

Staff Members are informed of the existence of the professional warning system, which is designed to receive reports from Staff Members concerning the existence of conducts and situations violating the present Code. 

The professional warning procedure is described in Article 3 of the Deontology Charter. 

Mindful of the need to answer employees' questions and to ensure deployment of the general procedure and the confidentiality of information possibly gathered, The Serge Ferrari Comex has designated the following two Warning Referral Persons: 
     - Françoise FOURNIER (France, Building F): franç 
     - Niklaus ZEMP (Switzerland): 
These two persons may be contacted directly or at the following email address: 

3-4 Punishments in the event of Violation of the Present Code 

Each Staff Member is personally accountable for non-compliance with rules and exposes him/her to penalties, in particular criminal. 
The company undertakes to: 

   - Take into account all declarations: 
   - Investigate all warnings diligently 
   - Assess the facts objectively and impartially 
   - Take corrective measures and impose adequate disciplinary sanctions. 

Hence, any breach of the provisions of the present Code shall be subject to one of the disciplinary penalties referred to in the Internal Regulations. 
A manager or Staff Member of a foreign subsidiary breach, who breaches the provisions of the present Code, may be subject to disciplinary penalties applicable under legislation on contractual relations. 

3-5 Implementation:  Responsibility and Surveillance 

Each Staff Member is responsible for implementing the Code with the scope of the duties related to his/her function. 

The company shall perform periodic checks to verify compliance of practices with the Code. 

Company and/or group governing bodies shall regularly review monitoring of Code implementation and follow-up action to warnings. 

4 Rules for Publication, Coming into Force and Amendments of the Anti-corruption Code of Conduct 

4-1 Publicity 

A copy of the Anti-corruption Code of Conduct shall be given to each new company recruit.  

In any event, the Anti-corruption Code of Conduct shall be displayed on the premises of the SERGE FERRARI company and all Group companies, as well as on the Group Intranet site. 

Two copies of the Anti-corruption Code of Code of Conduct shall be communicated to the Labor Inspectorate.  

4-2 Coming into force 

The Anti-corruption Code of Conduct came into force on the 22/1/2018, one month after fulfilling the publication and filing formalities 

4-3 Amendments 

Amendments and additions to the Anti-corruption Code of Conduct shall be subject to the same communication, publication and filing procedures. 
Any clause that becomes contrary to legal, regulatory or conventional provisions because of changes to the latter shall be automatically null and void. 


La Tour du Pin, 22/01/2018 

For the SERGE FERRARI Company