Code of Ethics
The trust of its stakeholders, fueled by consistency of action, is the essential value that drives N&TS GROUP. The Code of Ethics defines the principles and criteria of conduct that we adopt to promote ethics and compliance within the electronic payments ecosystem.
1.
General Provisions
In the performance of its activities, N&TS GROUP Networks & Transactional Systems Group (N&TS GROUP henceforth) is inspired by the ethical principles described below and requires their observance by all those who take part in the company’s activities.
N&TS GROUP handles its activities with respect to domestic and international regulations, refusing any and all illegal practices.
Conduct contrary to the law, to this Code of Ethics or other internal regulations, of corporate governance bodies, the management of the company, the Personnel (meaning employees, consultants, external and occasional collaborators of N&TS GROUP) and Third Parties (meaning customers, suppliers, partners and any partner who has relations with N&TS GROUP in place), shall never be considered justifiable even if it has the aim of realizing N&TS GROUP’s interests.
N&TS GROUP considers it vital for Personnel to perform their duties in accordance with the principles of diligence, competence, professionalism, and efficiency, also with the goal of providing high quality performance to customers and to those with whom it interacts with during its business activities.
N&TS GROUP considers impartiality of treatment as a basic value in any relationship, both internal and external, and considers the individual, as well as their values and rights, resources which must be protected.
N&TS GROUP’s image and reputation must be considered common assets to be safeguarded and promoted through the complete circulation of, adoption of, and compliance with the principles of ethics and behaviour described in the following Code as well.
All those who act, operate, and collaborate with N&TS GROUP to any extent are required to maintain conduct consistent with the general principles of absolute honesty, loyalty, good faith and diligence towards their collaborators and partners, together with the specific obligations that could result from ethical conduct, and in any case from those principles considered to be inherent to the operational context and purpose of its activity.
N&TS GROUP will not engage in or continue any activity with any person who explicitly rejects this Code or does not comply with its principles.
The Code of Ethics’ regulations apply without exception to corporate governance bodies (Board of Directors), corporate management, Personnel and Third Parties with whom N&TS GROUP directly or indirectly, continuously or temporarily, establishes relationships and collaborations, in the implementation of its activities and in the pursuit of its objectives (all the aforementioned subjects, collectively, are henceforth “Recipients”).
The Code of Ethics’ principles must drive all actions and decisions of the Board of Director’s (“the Board”) members as they pertain to the managing of the company; similarly, management, in the pursuit of effective implementation of the Board’s guidelines, must be inspired by the same principles, with the aim of representing an example of good conduct for the Personnel as well.
2.
Ethical principles of reference
N&TS GROUP establishes the following reference ethical principles as basic and absolute values to which all Recipients must adhere in the pursuit of business objectives and, in general, in the management of relations with N&TS GROUP.
N&TS GROUP strives to promote, in the context of its activities and with all the recipients, the internalisation and shared adoption of such principles.
N&TS GROUP considers compliance with the law, regulations and, in general, of existing norms in Italy and all Countries where it conducts its business, fundamental.
All Recipients have the obligation to consistently comply with existing norms in Italy and all Countries where N&TS GROUP conducts its business. Pursuing or enacting N&TS GROUP’s interests in violation of the law is not allowed in any case.
N&TS GROUP doesn’t approve nor justify any action violent or threatening in nature, as well as against the law and/or Code of Ethics.
N&TS GROUP’s Personnel is an essential factor for its success.
For this reason, N&TS GROUP protects and promotes the personal growth of its resources, with the aim of bettering all possessed skills.
N&TS GROUP guarantees the physical and moral integrity of its Personnel, maintaining working conditions respectful of individual dignity, as well as safe and healthy working environments.
N&TS GROUP recognizes the need to protect individual freedom in all its forms and refuses all kinds of violence, especially if it’s aimed at limiting personal freedom.
In the context of decision-making which might influence company relations (client choice; management of Personnel or organisation of work; selection and management of providers; relations with the surrounding community and the institutions which represent it), N&TS GROUP refutes all kinds of discrimination based on age, gender, sexual orientation, health status, race, nationality, political and religious opinions and economic conditions of its partners.
N&TS GROUP declares the value of fair competition, when it is inspired by the values of integrity and transparency towards market operators, and pledges to avoid any damage to the image to all competitors operating in the same sector.
All Personnel must steer their conduct, each according to their skills and responsibilities, towards the pursuit of the company’s mission, aimed at providing products and services of high added value and useful to customers, who must benefit from the highest quality standards that may be reasonably achievable.
The principle of transparency is based on the truthfulness, accuracy, and comprehensiveness of information.
N&TS GROUP strives, in its internal and external relations, to provide complete, transparent, comprehensible and accurate information so that all parties may be able to take independent and informed decisions in regard to current interests, as well as relevant alternatives and consequences.
N&TS GROUP strives to protect Recipient privacy, in compliance with the applicable law and the principles of the GDPR. It ensures the confidentiality of the information in its possession and strives to maintain total discretion when it comes to confidential information concerning the partners with whom it maintains relations, and to use that information only for strictly professional reasons and in any case following specific consent, if necessary.
N&TS GROUP undertakes to ensure that the acquisition, processing and storage of the information and data in its possession is carried out in accordance with dedicated procedures, designed to prevent unauthorised persons from having access to the data.
The Recipients themselves keep personal data and confidential and exclusive information from N&TS GROUP they may come to possess while performing their activities private, ensuring the full and timely respect of all protection and safety measures.
N&TS GROUP operates in the community to which it belongs and in the conscious manner which, in the fulfilment of its activities, can contribute to the economic and social development and general well-being of the community.
The environment is a primary asset which N&TS GROUP, in the performance of its activities, strives to safekeep, aiming to maintain a balance between economic initiatives and vital environmental needs, keeping into consideration the rights of future generations.
3.
Conduct Criteria
The Board of Directors, aware of its responsibilities, together with compliance with the law, current regulations, and the statute, must observe the Code of Ethics.
Its members are required to:
- maintain a behaviour consistent with the principles of autonomy, independence and integrity in relation to public institutions, private entities, economic associations, and any other national and international operators;
- adopt a conduct inspired by the principles of integrity, loyalty, and sense of responsibility towards N&TS GROUP;
- guarantee the constant and informed participation to assemblies and activities by the Board of Directors;
- establish, with the aim of avoiding any situations of conflict of interest, even only potential, or incompatibility of functions, assignments and positions within or outside of N&TS GROUP;
- offer their collaboration without in any way hindering any monitoring and/or review activities carried out by other collegial bodies, Supervisory Authorities or Third Parties;
- make confidential and appropriate use of the information received in the performance of their duties, without using their position for personal gain, both direct and indirect. All communication activities outside the company context must be consistent with laws and behavioural practices, as well as appropriate with regard to information protection covered by industrial secrecy standards;
- respect, according to their function and within the limits of their responsibility, those behavioural norms which can be applied to all Personnel and are listed from par. 3.2.7 onwards.
N&TS GROUP directs the selection of personnel seeking correspondence between the profiles of the candidates, the expected requirements, as well as business needs, respecting equal opportunities for all involved individuals. The information requested at the evaluation stage is closely linked to the assessment of the professional and psychometric profiles, with due regard for the private sphere and the candidate’s opinions.
N&TS GROUP, within the limits of the available information, takes appropriate measures to avoid favouritism or any form of clientelism in the selection and recruitment phases.
N&TS GROUP does not tolerate any form of unlawful labour; therefore, Personnel are hired or employed under regular independent or employment contracts. Upon the establishment of the employment relationship, N&TS GROUP provides Personnel accurate information regarding:
- the characteristics of the function and duties they must carry out;
- regulatory and remuneration-related elements, as directed by the National Collective Labour Agreement where applicable
- the rules and procedures to be adopted in order to avoid the possible health risks associated with work activities.
This information shall be presented in such a way that acceptance of the assignment by the Personnel is based on actual understanding.
N&TS GROUP establishes roles and assignments taking into account personal skills and abilities; in addition, in accordance with overall work efficiency, it promotes flexible working hours in order to facilitate motherhood and, in general, childcare.
Personnel evaluation is carried out involving supervisors, Legal & Human Resources Manager and, as much as it is possible, the subjects who interacted with the resource during the performance of the activities.
The recognition of wage increases or other forms of incentives hinges, together with regulations established by the law and collective agreement, on individual merits, including the ability to implement organisational behaviour and demonstrate skills consistent with the ethical principles of N&TS GROUP expressed in this Code.
It constitutes an abuse of the position of authority to request, as an act meant to favour a hierarchical superior, performances, personal favours or any behaviour which may constitute a violation of this Code of Ethics.
N&TS GROUP is committed to the spread and consolidation of a “culture of safety”, by training its Personnel on risk awareness and promoting responsible behaviour; in addition, it works to preserve the health and safety of all Personnel, as well as the interests of other individuals involved.
N&TS GROUP’s objective is to protect its human, capital, and financial resources, constantly researching the synergies needed not only within the Company, but towards vendors, other companies and clients involved in its activities.
N&TS GROUP protects the Personnel’s privacy by adopting the standards required by the current regulations, as well as specifying which information it acquires, and the relevant methods of processing and storage.
Any investigation carried out with the aim of uncovering personal ideas, preferences, tastes and, in general, the private life of the Personnel is precluded. In addition, these standards include the prohibition, without prejudice to any hypothesis provided by law, to communicate/disseminate personal data without prior consent of interested parties and lay down the rules for the management of privacy protection regulations.
N&TS GROUP strives to protect the Personnel’s moral integrity, guaranteeing the right to work conditions which respect individual dignity. For this reason, it protects workers from acts of psychological violence and counteracts any discriminatory or harmful attitude or behaviour towards any person, their beliefs, and their preferences.
N&TS GROUP commits to prevent and reprimand any form of sexual harassment, discouraging behaviours or conversations which might upset the feelings of any person (for example, the showing of sexually explicit images, repeated and persistent allusions).
The Personnel – compatibly with the nature of the current contractual relationship – must act loyally with the aim of respecting the obligations undersigned inside the employment contract and the provisions of the Code of Ethics, ensuring the requested services; and they are required to report through the appropriate channels, any violation of the rules of conduct established by internal procedures.
The Personnel – compatibly with the nature of the current contractual relationship – must recognize and act upon what is required by company policies in the fields of information safety, to guarantee their integrity, confidentiality, and availability.
They are required not to use and/or circulate any privileged information acquired during the performance of all activities related to N&TS GROUP in their personal interest, where this resides outside the specific activities for which such information has been lawfully acquired.
The Personnel is also required to process their own documents using a clear, objective, and exhaustive language, allowing any edits by colleagues, managers, or third parties who have been cleared to make such requests.
The Personnel – compatibly with the nature of the current contractual relationship – must operate diligently to protect company assets, through responsible behaviours which must be in line with operative procedures prepared to regulate their use, accurately documenting their implementation. In particular, the staff must:
- use scrupulously and sparingly the assets entrusted to them;
- avoid improper uses of company assets that may cause damage or efficiency reduction, or in any case be in conflict with company interests.
N&TS GROUP reserves the right to prevent distorted use of its assets and infrastructure through the use of accounting, reporting, financial control and risk analysis and prevention systems, subject to compliance with the provisions of current laws (privacy act, workers’ statute, etc.).
As it pertains to IT applications, the Personnel must:
- adopt scrupulously the provisions of company security policies, in order not to compromise the functionality and protection of IT systems;
- not resort to low-level language, express inappropriate comments that might offend a person and/or damage the corporate image;
- not use the IT system for the performance of criminal or illicit acts of any kind;
- not navigate to internet sites containing unseemly or offensive content.
N&TS GROUP commits not to arbitrarily discriminate against its own clients.
N&TS GROUP strives for transparency in contracts and communication with clients, which must be:
- clear and simple, formulated with a language as close as possible to the one generally used by the partners involved;
- conform to current regulations, without resorting to elusive or otherwise unfair in any way (like, for example, the abuse of a dominant position) practices;
- complete, so as not to neglect any element relevant to the interests of the client’s decision-making process.
Finally, N&TS GROUP must communicate in a timely manner all information relating to:
- potential changes to the contract;
- potential changes to the economic and technical service delivery and/or selling conditions of products;
- results of checks carried out in accordance with the standards required by Supervisory Authorities.
N&TS GROUP’s behaviour style towards its clients marked by availability, respect, and fairness, in the spirit of a collaborative relationship and high professionalism.
N&TS GROUP strives to guarantee adequate standards of quality of services/products offered on the basis of predetermined levels and periodically monitor precepted quality.
N&TS GROUP strives to always respond to suggestions and complaints from clients, using appropriate and timely communication systems. N&TS GROUP must inform customers of the reception of their communications and the time frame required for responses that, in any case, must be brief.
The purchasing processes are based on the search for the maximum competitive advantage for N&TS GROUP and the granting of equal opportunities for each providers; they are also based on pre-contractual and contractual behaviours held in the interests of essential and mutual loyalty, transparency, and collaboration
For N&TS GROUP the reference requirements are:
- the suitably documented availability of means, including financial ones, organisational structures, project skills and resources, know-how, etc.;
- an appropriate value for price in line with market costs and the service/product offered;
- the existence and effective implementation, where N&TS GROUP’s specifications include them, of adequate company quality systems (for example ISO 9001).
Relations with providers, including financial and advisory contracts, shall be governed by common principles, and shall be constantly monitored by N&TS GROUP.
The conclusion of a contract with a vendor must always be based on extremely clear relations, avoiding, where possible, forms of dependence.
In the interest of bringing supply activities into line with the ethical principles adopted, N&TS GROUP commits to introduce social requirements for specific supplies (such as environmental protection requirements).
Should the provider, in the performance of its activity for N&TS GROUP, engage in a kind of conduct in inconsistent with the general principles of this Code, N&TS GROUP shall be entitled to take appropriate measures up to the preclusion of any other chance for cooperation.
N&TS GROUP does not finance directly or indirectly parties, movements, committees, political organisations or trade unions, nor their representatives or candidates
N&TS GROUP neither sponsors organisations nor events or conferences for the purpose of political propaganda.
N&TS GROUP may offer funds exclusively to persons with social, moral, scientific, and cultural purposes.
N&TS GROUP’s conduct is inspired by the highest integrity and fairness in relations which can be established, including through contractual agreements, with public institutions, especially with regard to the request and/or management of public supply, with the aim of ensuring maximum clarity in institutional relations, in accordance with the need for organizational autonomy and management typical of each economic operator.
Should N&TS GROUP make use of a consultant or entity outside the company staff with representative purposes towards the Public Administration, this entity will have the obligation to comply with the guidelines established for the Personnel; N&TS GROUP must avoid being represented in its relations with the Public Administration by a consultant or third party who is in a situation of conflict of interest, even if only a potential one.
N&TS GROUP commits to guaranteeing that all its current relationships with individuals operating on an international level are conducted with full compliance with current laws and regulations.
With this aim, N&TS GROUP strives to adopt necessary precautions to verify the reliability of such operators, together with the legitimate origin of the capital and means used by them in the scope of relations with N&TS GROUP.
Whitin the scope of its abilities, N&TS GROUP commits to collaborating, with integrity and transparency, with Authorities, including foreign ones, which may request information about or conduct investigations on the existing relationships between N&TS GROUP and international operators.
N&TS GROUP strives to ensure the highest level of transparency inside commercial transactions, and to use the most appropriate tools to counteract money laundering and the sale of stolen goods.
The principles of transparency, good faith and integrity must be respected during the source of relationships with all other contractual parties.
In the conduct of any activity which may be linked to N&TS GROUP no form of gift, unless of moderate value, or other utility (money, benefits, favours, etc.), which may be interpreted as exceeding normal commercial or courtesy practices, or in any case aimed at acquiring preferential treatment which is not legitimate and/or determined by market rules is allowed.
N&TS GROUP’s communications (through mass media as well) is based on the respect of the right to information; divulging fake or tendentious news or comments is not allowed in any case.
Any communication activity complies with the laws, regulations, professional conduct practices, and is created with clarity, transparency, and timeliness safekeeping, among others, trade secrets.
4.
Implementation Procedures
N&TS GROUP promotes knowledge and application of principles and rules of conduct found in this Code of Ethics, through an implementation plan, and it verifies that compliance with it, and its continued betterment, are guaranteed.
The Board is attributed the following duties:
- making decisions about significant breaches of the Code of Ethics reported by the Legal & Human Resources Manager;
- expressing binding opinions in regards to a revision of the most relevant policies and procedures, with the aim of guaranteeing compliance with the Code of Ethics;
- arranging for periodic revision of the Code of Ethics.
The Legal & Human Resources Manager is attributed the following duties:
- planning initiatives for raising awareness and understanding of the Code of Ethics;
- reception and analyse reports of violations of the Code of Ethics;
- proposing edits and additions to be made to the Code of Ethics to the Board.
In carrying out these activities, the Legal & Human Resources Manager has the support of the relevant corporate figures at its disposal.
The Code of Ethics is brought to the attention of Recipients through the following communication activities:
- publication on N&TS GROUP’s institutional site;
- publication on N&TS GROUP’s Personnel internal, dedicated site.
N&TS GROUP has created the e-mail address ethic@netsgroup.com as a specific communication channel with which to notify reports to the Legal & Human Resources Manager, which must report to the Board of Directors the suggestions for and violations of the Code of Ethics which emerged from the reports they received.
The Board, following relevant analysis, evaluates any measures to take and put into effect.
The Legal & Human Resources Manager and the Board, save for legal obligations, act to ensure the anonymity of the reporter, protecting them against any type of retaliation, meant as an act which may give rise to even just the suspicion of being a form of discrimination or penalisation.
Compliance with the provisions and principles of the Code of Ethics is an integral and fundamental part of the Personnel’s and Third Parties’ contractual obligations.
The violation of these rules constitutes an infringement of contractual obligations, followed therefore by all consequences prescribed by the law or collective agreement.
In the presence of Code of Ethics violations by the Personnel, N&TS GROUP is required to take the most appropriate measures depending on the contractual relationship in place (for example, disciplinary measures for employees).
Should a Third Party explicitly refuse or violate the dispositions and principles expressed in the Code of Ethics, N&TS GROUP shall not undertake or continue any relation with them.
With this aim, in N&TS GROUP’s general conditions a specific clause, formalising the client’s commitment to comply fully with the provisions and principles of this Code, can be found.