A WORD FROM THE PRESIDENT
"Our success depends on an entrepreneurial dynamic that brings together Serge Ferrari Staff Members not only in France, but also abroad. "Together" implies performing our mission and the Group's activities together in accordance with our laws and our sense of loyalty. To achieve this, we have adopted a global policy on fighting both corruption and influence peddling. Each of us is personally and collectively responsible for fighting corruption and each of us must prove exemplary in its application.
The Serge Ferrari Group solemnly reasserts its commitment and desire to develop a voluntarist policy to prevent corruption within the Group companies in its Deontology Charter and Anti-corruption Code, which have been approved by the Executive Committee and shared with the Governing Board.
Rest assured of my support in implementing and deploying the rules and principles stated in these guides, which are naturally intended to be complemented, each time it may be necessary, to improve continuously our anti-corruption practices in the service of our Group's sustainable performance."
President, Serge Ferrari Group
1.1. Purpose of Deontology Charter
The SERGE FERRARI Group (hereafter called the "Group") wishes to reaffirm, within the terms of the present Charter, the essential values that are designed to govern its activities and operation.
Our deontology charter and its associated documents establishes the duties and obligations applicable to each of us within the framework of business management.
It lays down the basic rules and basis common to other charters or codes of conduct. It includes an appended table of correspondence that lists the documents related to it.
These rules are the expression of Serge Ferrari's values, namely tenacity, loyalty and generosity.
They have been considered collectively to provide a response to the key issue of their daily mobilization to serve the company's development strategy: the guide entitled "Nos Valeurs en Actions" [our values in action].
To this end, the deontology charter (hereafter called the "Charter") lays down the minimum common rules that shall govern, in all circumstances, the conduct of all Staff Members with respect to both the Group and third parties, whether they be customers, shareholders, public or private partners or suppliers.
A whistleblowing procedure has been put in place to guarantee effective application of these rules.
1.2. Scope of the Charter
The deontology charter applies to:
- All managers, representatives and employees of Group companies and both French and foreign subsidiaries (hereafter called "Staff Members", whatever the location at which they exercise their activity)
- All Group activities, whether internally or within the scope of relations with its subcontractors and suppliers.
It is recalled that Staff Members are also required to comply with legislative, regulatory or conventional provisions in force in the countries, in which they exercise (deontological standards governing public contracts, defense confidentiality standards, stock market deontology charter, etc.) as well as with all internal rules, in particular those referred to in internal regulations, charters, etc., applicable to them.
The present Charter complements these provisions but does not replace them.
The rules laid down in this Charter:
- Are supported at the highest levels of management in terms of both expression and action
- Are regularly explained in both writing and orally
- Can be subjected to periodic review in relation to their implementation and improvement.
Non-compliance with these rules by a Staff Member would constitute misconduct and may be the subject of appropriate penalties and prosecution by his/her employer within the Group, based on legislation applicable to contractual relations.
The Charter shall be given to each Staff Member on his/her arrival at the company, shall be displayed in workplaces and shall be circulated through the Group Intranet site.
In the event of doubt involving the meaning or scope of one of the rules formulated in this Charter, the relevant Staff Member is invited to seek advice by following the procedure described in Article 3 hereunder.
Any situation liable to cause a risk or constitute a violation of the Charter may be indicated by following the procedure described in Article 3 hereunder.
2. Business Deontology Rules for SERGE FERRARI Group
Staff Members shall ensure that the interests of the Group are preserved and are urged to implement the greatest vigilance in relation to applying the rules recalled below.
2.1 Prevention of Conflicts of Interest
Accepting paid activities or functions outside the Group shall not compromise the obligation of fidelity and loyalty to the employer, to which each Staff Member is bound by virtue of his employment contract.
The Staff Member undertakes to request the express prior permission of the management before exercising a professional activity in competition with the activity he/she is exercising on behalf of the company.
In other cases, the Staff Member undertakes to inform expressly the company.
This preliminary approach shall enable the company to ensure that the Staff Member does not infringe upon his/her obligation of loyalty and adheres to maximum allowable working hours.
Moreover, Group Staff Members shall ensure that they are not in a position of conflict of interest.
There is conflict of interest, when the personal interest of a Staff Member (or those of a natural or moral person to which he/she is linked) may interfere with his/her objectivity, judgment or capacity to act exclusively in the best interests of the Group.
As an illustration, a Staff Member may be confronted with a conflict of interest, when purchasing from, placing orders with or ensuring payments to companies, in which one of his/her close relatives (parent, spouse, child, etc.)
In the event of a real or assumed conflict of interest with the Group, the Staff Member shall immediately inform his/her immediate superior and shall abstain from any interference in relations that the Group pursues with the third party involved until a solution has been found.
2.2 Gifts, Invitations and Miscellaneous Advantages
- The Group objects to its Staff Members promising or offering, directly or indirectly, offers, gifts, donations, promises or advantages of any kind, as defined hereunder (1), to customers or other partners such as to influence or give the impression of influencing a commercial decision.
However, these provisions shall not exclude the option of assuming accommodation and/or dining expenses of visiting customers with the framework of extending commercial relations, especially after-sales relations, on condition that such expenditure complies with Group practices and is validated by the Staff Member's immediate superior.
- In turn, the Group objects to its Staff Members receiving, directly or indirectly, offers, promises, donations, gifts or advantages of any kind, such as those defined hereunder (1), from customers, intermediaries or suppliers, which may compromise their impartiality or decisional independence.
(1) These two paragraphs refer to gifts, promises, donations, offers or miscellaneous advantages that, through their value or unusual nature, may be considered as falling below their market price and/or as disproportionate within the framework of normal commercial relations. By default, any donation, gift or outing of a value exceeding the limit fiscally allowable in France, namely 69 euros including taxes in 2017 (Order of 10th June 2016 incorporating various texts amending or complementing certain provisions of Appendix IV of the French taxation code), falls within this category. In other words, no approval is required if the unit value of gifts or outings does not exceed this limit.
- Similarly, the Group objects to its Staff Members proposing or receiving, directly or indirectly, offers, promises, donations, gifts or advantages of any kind to a person in a position of public authority, responsible for a public service mission or holding an elected public office, in connection with fulfilling or not fulfilling an act within his/her function, mission or mandate.
A Staff Member, who has been offered gifts, advantages or invitations such as those referred to hereinabove (1) by a customer, supplier or intermediary shall duly inform his immediate superior thereof and shall require authorization of the latter prior to any form of acceptance.
Furthermore, Staff Members shall exercise caution in the way in which they offer gifts and outings.
Invitations to shows and gratuities of nominal value, such as modest gifts, meals and outings are usual practice in the business world. Their aim is none other than to oil the wheels and build commercial relations.
Occasional exchanges of gifts of nominal value, less than the above-mentioned limit, with an individual or non-governmental entity other than the one referred to hereinabove, while exercising common sense and moderation, is acceptable unless it is prohibited by the employer of the beneficiary.
Nevertheless, certain practices are unacceptable, without exception, such as those forbidden by international reference texts and in particular: The Universal Declaration of Human Rights and additional pacts, International Labor Office conventions, Organization for Economic Cooperation and Development (OECD) Guidelines for Multinational Enterprises and the United Nations Convention against Corruption.
2.3 Prohibition of Counter Competitive Conduct
The Group adheres fully to the principle of free competition in a free and open market in compliance with applicable regulations.
Thus, the Group and its Staff Members, management personnel and directors are prohibited from making an official or non-official understanding, agreement, project, arrangement or conduct in coordination with a competitor in relation to prices, sales territories, customer sharing or any other form of business.
Staff Members shall undertake to not take part in this type of activity and to determine prices, sales territories and conditions independently of Group competitors.
There is no exception to this rule.
In practice, Staff Members shall never share information directly or indirectly with competitors in terms of:
- Fixing prices, more specifically defining minimum or maximum prices, or "stabilizing" prices
- Fixing conditions relating to prices, pricing formulae, special offers, credit conditions, etc.
- Sharing markets, customers or geographical sectors Limiting production
- Falsifying a tender, in particularly by submitting cover offers
- Boycotting a competitor, supplier, customer or distributor.
In view of the associated risks, Staff Members shall avoid, at any time or place, discussing these matters with competitors without prior authorization from Group management.
Other activities may cause problems related to legislation on business competition.
Hence, Staff Members shall systematically consult Group management before:
- Communicating Serge Ferrari-owned technology to a third party
- Talking about co-companies, takeovers, marketing, purchasing or similar cooperation agreements with competitors
- Concluding exclusivity agreements (e.g. contracts requiring a company to purchase from or sell to Serge Ferrari only)
- Associate or group together Serge Ferrari products or services with those of other companies
- Enter activities involving professional associations of defining manufacturing standards related to Serge Ferrari activity.
Staff Members shall systematically seek prior authorization from Group management before occupying a management position within a company in competition with Serge Ferrari.
Finally, strict compliance with regulations and standards applied and upheld by the Group in relation to its products and in its markets forms the basis of the values or excellence and confidence that the Group is developing with its customers, specifiers and stakeholders.
Any act contrary to these provisions shall be penalized.
2.4 Market & Deontology
Serge Ferrari Group stock is quoted on the Euronext market in Paris.
Each Staff Member of a Group entity, whether he/she be Serge Ferrari Group stockholder or not, is required to comply with current laws and regulations and, in particular, those regarding market abuse and insider information.
2.4.1 Cooling off/Black-out period
No financial information shall be communicated during the two weeks preceding publication of the company's key figures.
2.4.2 Insider Information
Outside the two week black-out periods preceding the usual press communications on annual turnover or profits, any Staff Member possessing insider information due to his/her professional activity, i.e. information unknown to the public and which, if divulged, would typically affect the stock market value of the Serge Ferrari Group, shall abstain from the following actions until the relevant information is made public:
- Buying or selling (or attempting to buy or sell), directly or indirectly, Serge Ferrari Group stock or any other financial product
- Buying or selling (or attempting to buy or sell), directly or indirectly, Serge Ferrari Group stock or any other financial product via an intermediary
- Recommending (or attempting to recommend) to third parties or urging (or attempting to urge) third parties to conduct a transaction involving Serge Ferrari Group stock or any other financial product
- Transmitting this insider information to any other Group Staff Member
- Divulging such information to a third party (including close relatives).
Persons possessing insider information are bound by obligations of confidentiality and abstention.
When the recipient is a legal person, these obligations of abstention also apply to the natural persons, who share in the decision to proceed with the transaction on behalf of the legal person concerned.
Failure to comply with these obligations is liable to constitute a criminal offense and a breach of the rules laid down by the stock exchange authority, in addition to a violation of the present Charter.
2.5 Protection of Confidential Information and Intellectual Property
Access to and divulgation of confidential and intellectual property information is limited to only those persons with approval to use such information because of the functions they perform within the Group and its usage shall comply with rules laid down in their employment contract and the IT charter appended to the company internal regulations. All persons using such information shall do so with all the required security precautions.
Computers, cellular telephones and other IT resources and Internet services made available to Serge Ferrari Group Staff Members shall be used within a legal and ethical framework in compliance with the rules and procedures laid down in the IT charter appended to the company internal regulations.
Each Staff Member shall ensure that he/she safeguards the confidential data contained on his/her personal computer or cellular telephone.
3. Professional Whistleblowing Procedure
The Group makes available to all Staff Members a professional whistleblowing procedure in order that they may indicate confidentially any conduct of one or more Staff Members that he/she considers to violate the deontological business rules laid down in the present Charter and in the Anti-corruption Code of Conduct.
It is recalled that use of the whistleblowing system is optional. The fact that an employee abstains from using the whistleblowing system shall not lead to a repercussion against him/her.
This system is not a substitute for other signaling methods within the company and shall only be initiated in compliance with the applicable laws and regulations and in exceptional cases, in which the hierarchical channel, the whistleblowing systems provided by law or the existing control systems within the Group may not operate.
3.2 Area of Application
The whistleblowing system is designed to deal with serious failures to respect the deontological business rules laid down in the present Charter and the rules laid down in the Anti-corruption Code of Conduct.
3.3 Whistleblowing Initiation
3.3.1 On Whistleblower Identity
Whistleblower identity shall remain confidential and shall not be revealed without his/her agreement. It may be revealed, if the warning gave rise to civil or criminal proceedings against the offenders.
Exceptionally, anonymous warnings are allowed but are reserved for situations, in which the seriousness of the allegations is established, and the factual elements are sufficiently detailed.
A warning shall be treated anonymously, when the whistleblower is informed that every precaution has been taken to protect his/her identity with regard to both the person implicated and his/her hierarchy.
Elements that may identify a whistleblower shall only be communicated with the agreement of the person concerned except to the judicial authority.
Elements that may identify the person implicated by the whistleblower shall only be communicated once the warning is deemed justified except to the judicial authority.
Abusive usage of the system may expose the author to disciplinary measures and to legal proceedings.
On the other hand, bona fide usage of the system, even if the allegations are subsequently deemed untrue or are not followed up, shall not expose the author to any disciplinary measure.
3.3.2 On Persons Implicated by Whistleblowing
Any person is liable to be implicated by whistleblowing.
However, only the company manager can be targeted by whistleblowing in relation to financial and accounting malpractices.
3.3.3 On the Ethics Committee
In the event that a Staff Member considers that a serious breach of the business deontological rules laid down in the present Charter and the Anti-corruption Code of Conduct has been committed or is about to be committed, he/she may contact the members of the Ethics Committee composed of:
- Philippe BRUN, Financial Manager, Tel.: +33 4 74 97 41 33, ext. 5852, or Email: email@example.com
- Romain FERRARI, General Manager, Tel : +33 4 74 97 41 33, ext. 6322, or Email: firstname.lastname@example.org
- Hervé GARCIA, Human Resources Manager, Tel.: +33 4 74 97 41 33, ext. 5938, or Email: email@example.com.
In this connection, the persons named above:
- Undertake not to use the information for the wrong purposes and to preserve its confidentiality
- Undertake to respect the limited data conservation time and to proceed with data destruction and restitution in compliance with the present rules
- Are subject to a reinforced confidentiality obligation.
These persons are responsible for investigating the facts claimed by the whistleblower with the cooperation of any other department, if necessary.
If need be, the warning shall be forwarded to the competent authorities, if it could rise to legal proceedings.
3.3.4 On Warning Content
The whistleblower shall describe the assumed or observed irregularity as accurately and in as much detail as possible by providing, if necessary, all factors typically supporting his/her allegation.
Consideration shall only be given to facts, data and information that are objectively formulated and are directly related to the areas falling within the scope of the whistleblowing system and which are strictly necessary to verification operations.
3.3.5 On Warning Processing
On receiving the warning, the persons designated in Article 3.3.3 of the present Charter shall be responsible for verifying the allegations.
After examining the warning, the persons designated in Article 3.3.3 of the present Charter shall proceed with suitable investigations and shall decide on any follow-up actions in relation to the observed possible breaches such as disciplinary measures or referral to administrative or legal authorities.
The whistleblower shall be immediately informed of receipt of his/her warning and of the time required to examine its admissibility by any means designed to ensure confidentiality of discussions.
He/She shall also be informed of the follow-up actions in relation to his/her warning during a meeting with one of the persons designated in Article 3.3.3 of the present Charter.
When the admissibility and verification operations have been closed out, the whistleblower and the person(s) implicated in the warning shall be informed by any means designed to ensure confidentiality of discussions.
Any data communicated within the framework of implementing the whistleblowing system but not involving areas falling within the scope of the whistleblowing system shall be destroyed after anonymization by the person designated in Article 3.3.3 of the present Charter, unless the vital interest of the company is concerned.
In the latter case, the abovementioned person shall warn the company management and/or the authorities concerned.
3.3.6 Right of Access, Rectification and Deletion of Information of a Personal Nature
A person targeted by a warning shall be informed as soon as data concerning him or her has been recorded.
He/She shall also be informed that he/she may withdraw his/her consent at any time.
He/She may access and request rectification or deletion of data concerning him/her, if they are inaccurate, incomplete, ambiguous or outdated or when his/her consent is withdrawn.
When provisional measures are required, in particular to prevent destruction of evidence related to the warning, the person targeted by the warning shall be informed after adopting such measures.
Right of access, rectification and deletion shall be exercised by electronic mail to the company Data Protector Officer (Hervé GARCIA).
Under no circumstances shall the person targeted by whistleblowing obtain information on the identity of the whistleblower from the warning processing manager.
3.3.7 Time Limit for Storing Personal Data
All data that has been verified shall be destroyed after anonymization by the relevant referral person after a period of two months following closing out of verification operations, unless a disciplinary procedure or legal proceedings have been initiated against the person targeted by the warning or the author of an abusive warning.
In the latter case, the data shall be kept until the end of the procedure.
4 Rules governing Publication, Coming into Force, Charter Amendments
A copy of the present Charter shall be given to each new company recruit.
In any event, the Charter 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 present Charter shall be forwarded to the Labor Inspectorate.
4.2 Coming into force
The present Charter came into force on the 22/1/2018, one month after fulfilling the publication and filing formalities.
The provisions of the present Charter cancel and replace the provisions of the Business Ethics Charter, Appendix 3 of the Serge Ferrari UES internal regulations, whose date of application was the 1st May 2016, from when the present Charter came into force.
Amendments and additions to the present Charter shall be subject to the same filing, communication and publication procedures except for updating of Appendix 1, which includes the table of correspondence for its related documents.
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, 22/1/2018
For the SERGE FERRARI Company