Code of Ethics and Certifications

The Q8 Code of Ethics

The Code of Ethics is the expression of all the principles and values ​​that Q8 has chosen to adopt for the correct and fair management of its commercial activity.

The document sets out the objectives and fundamental rules of conduct that each manager, employee and collaborator of Q8 is required to observe in the performance of their work or when they interact with third parties.

For this reason the Code of Ethics, as an expression of values ​​such as loyalty, honesty, rectitude, transparency, confidentiality, respect for the law, moral integrity, safety and respect for the environment, also constitutes a valid instrument for preventing illegal or improper conduct by those acting in the name of Q8 and contributes to increasing the reputation and credibility of Q8 in the economic and commercial context in which it operates.

The adoption of some specific rules of conduct in the Code of Ethics, such as those relating to the management of relations with the Public Authorities, is also a clear manifestation of Q8’s commitment to the prevention of the crimes referred to in Legislative Decree 231/01 governing the administrative liability of corporation

Download the code of ethics

1) Information channels
Kupit has set up a channel that allows to submit detailed reports relating to the commission of offences in the context of corporate activities.
This channel guarantees the confidentiality of the identity of the Reporter.

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2) Personal conduct

The principle of respect for the individual is embodied in Kupit with the utmost consideration for the privacy and dignity of each individual employee.
For its part, Kupit is known for its transparency in conducting business.
This image, acquired with so much effort, however, should never be taken for granted. It is based on the actions of each individual employee, in accordance with the current laws and regulations as well as in strict compliance with the company’s internal procedures. The latter not only constitute the rules that the company sets for the proper conduct of its business but also an indispensable tool to remove any risk of violation of the law, even involuntary, within the scope of its professional services. It is no exaggeration to state that Kupit’s integrity and image are in the hands of its employees. Therefore, if an employee’s conduct were to harm Kupit’s interests, the intervention of the company would be essential.
To this end, Kupit maintains the right to adopt disciplinary measures in line with the CCNL for those employees who prove to have behaved in any way in contrast with company ethics, resulting from the overall set of indications contained in this document and in the internal procedures.

3) Work environment

Kupit strives to provide its staff with a healthy, safe and efficient work environment.
The work atmosphere within the company must be free of discrimination regarding race, religion, gender, political and union opinions, sexual inclinations, age, origin, disability or other factors, which have nothing to do with the performance of the workforce.
Kupit will not tolerate any conduct, action or comment in the workplace that could create an atmosphere of intimidation or be in any way offensive.
For those who consider themselves victims of this kind of conduct, the channels mentioned above are available to bring these problems to the attention of the company.
Any complaint by employees relating to one of the aforementioned conducts will be immediately taken into consideration. Kupit will not tolerate any intimidating or discriminatory conduct and will take appropriate disciplinary measures against those who adopt such attitudes or abuse their position of authority within the company.
Other conduct that is prohibited as it would have a negative impact on the work environment are, by way of example but not constituting an exhaustive list, the following:

  • threats;
  • violent behaviour;
  • possession of weapons of any kind;
  • the use of recorders, including smartphones or cameras for purposes other than those approved by the manager;
  • the use, distribution, sale or possession of drugs or other narcotic substances which are not used for medical reasons.

Therefore, the employee must not remain on Kupit premises or in a Kupit working environment if he or she is under the influence of drugs or other narcotic substances, taken for other than medical use, or of alcoholic beverages.
The same rules indicated here will be applied and adhered to in all Kupit premises – ceded to third parties in any capacity, such as renting, business branch lease or gratuitous loan – in which  the prevalent activity is the sales of products marketed with Kupit brands.

 

4) Staff privacy

Kupit processes personal information that refers to its employees, including salaries, benefits and health information, in full compliance with the provisions of Legislative Decree n.196/03. Since Kupit is an organisation with precise internal processes, managerial structures and technologies that can cross national borders, the employee acknowledges that, in order to carry out these activities, the company may – in compliance with the law – process their personal details.
Kupit will work in order to protect all personal details, in conformity with the highest standards,  however and by whomever they be processed.
As an example, access to the personal details of employees is limited only to those who need to know them for the performance of their work.
Personal details are transmitted to third parties only with the consent of the employee. Employees who have access to personal information must ensure that such information is not disclosed in violation of Kupit company policies or practices.
Personal details and property, messages or information that the employee considers to be personal should not be stored at the workplace, for example, in systems, including telephones, in electronic files, on desks, in lockers or, in general, in offices. The Kupit management has the right to gain access to these areas. In addition, in order to protect its employees and property, Kupit has the right to check the personal property of employees, with the consent of the same, including briefcases and bags, located in Kupit sites or that have just been removed from the same. Kupit expects the employee to cooperate to allow these activities to take place. No employee may gain access to the work station of a colleague, including his or her electronic files, without the prior consent of the said colleague.

5) Protection of Kupit assets

Kupit’s assets are made up of a large variety of material goods – movable or immovable – many of which are of great value for the maintenance of its competitiveness and success; it is also made up of intangible assets that are just as important.
They therefore do not include only physical items but also valuable proprietary information, which shall be be the object of the protection of intellectual property.
They also include confidential data entrusted to employees for the performance of their work. The protection of all these assets is essential, since their loss, theft or improper use could affect the future of Kupit.
It is the responsibility of each Kupit employee to protect not only the assets entrusted to them but also to contribute to the protection of the company’s assets in general. To this end, knowledge and compliance with security procedures are particularly important.
Every employee must be alert to any situation that could lead to loss, theft or improper use of Kupit assets, and report such situations to security officers or their superiors as soon as they become aware of them.
The following paragraphs provide further details on this topic.

Kupit assets
Kupit’s premises, equipment, systems and assets may be used only for the performance of the company’s activities or for purposes authorised by management.

Kupit internal IT systems
For the performance of Kupit’s activities, today we are increasingly reliant on IT systems and internal communication media which must be used appropriately.
Like all other Kupit assets, these systems and the information they make available through a wide range of databases can only be used to carry out business activities, or those different activities that are expressly approved by management. It is inappropriate, for example, to use Kupit systems to browse the Internet for purposes not related to one’s professional activity. It is also inappropriate to use them in such a way that they interfere with the productivity of the employee or of third parties. Their unauthorised use, regardless of whether or not it causes a personal advantage, is to be considered an illegitimate appropriation of Kupit assets. Therefore, those who use them must ensure that they are authorised to do so and use them correctly.

Exclusive proprietary information
Exclusive proprietary information shall mean information owned by Kupit. Not all information owned exclusively by Kupit is confidential information and may be covered by patents or other intellectual property rights. This information includes management, financial, commercial and assistance plans related to products; data relating to staff and salaries are also included. The proprietary information also includes projects, know-how and technical and production processes, business and production plans with external suppliers and companies in which a stake is held and numerous internal databases, in addition to material protected by third-party copyrights, such as the softwares used by Kupit.
Much of this information represents the product of the ideas and work of many people and has required substantial investments in planning, research and development. This range of information enables Kupit to benefit from advantages and be competitive on the market; if the competitors became aware of this information, this could damage Kupit.
The value of this proprietary information is now well-known not only to the competition, but also to others interested in the oil sector, including stock market analysts, financial operators, journalists and consultants. The communication of exclusive proprietary information to these people, and the improper use that they can make of it can cause serious damage to Kupit. A leak of information about an unannounced product or a company decision that is not yet operational may, for example, benefit other companies in the development of a competing product, just as the unauthorised disclosure of information on the reorganisation of the company can negatively influence the morale of employees or even represent an obstacle in achieving the company’s objectives.
It is likely that Kupit employees have access to information or intellectual property that the company considers to be exclusive proprietary information. At the same time, given the growing interest in the market and the increasingly competitive nature of the sector, the chances of contacts with those who want to acquire this information are more numerous than ever.
Therefore, it is very important to know that proprietary information may not be used or disclosed unless expressly authorised by Kupit’s management and appropriate measures must be taken to prevent the loss or dissemination, even by accident, of such information.

Unintentional revelations
Employees must be careful not to reveal confidential information unintentionally.
To avoid unintentional disclosure, it is necessary to refrain from discussing information that has not been made public by the company with unauthorised persons.
Furthermore, confidential information must not be used, even with authorised persons belonging to Kupit, in the presence of third parties or in a public place (such as at a reception, at a commercial exhibition or in an airplane). This also applies to conversations with family members or friends who, innocently or inadvertently, may pass information to someone else.
Finally, it is useful to remember that information leaks can begin with the most insignificant revelations, as pieces of information can be integrated with others obtained from different sources, to provide a fairly complete picture.

Request for information and contacts with the press and with third partiesThe activities of Kupit, as indeed of all oil companies, are followed with particular attention by journalists, financial consultants and operators. Only employees authorised to maintain contacts with these people are authorised to provide them with information. Other employees may direct them to the following business functions:

  • journalists and consultants: Human Resources and Public Relations Department.
  • financial operators: Finance and Planning Department.

If a lawyer, an investigator or a public official – including the Judicial Police Officers – asks a Kupit employee to obtain information, the Legal Department must be informed of this request. The direct superior will be able to resolve any doubts about the sector to which the person who wishes to have information should be addressed.

Obligations concerning the disclosure and use of confidential information
One of the obligations of Kupit employees is not to disclose any confidential Kupit information to persons outside the company. Another is to use this information only in the performance of the company’s activities. This applies regardless of who developed the data to which this information refers.

Kupit’s Intellectual Property Rights
Anyone who finds themself in a managerial, technical, planning, product planning, programming, scientific or other professional role assigns to Kupit the rights concerning every result of their professional activity and any new idea, invention, computer programme or development of an already known idea that he or she may have developed, whether this be part of the current or future activities of the company, or whether this be originated from their activity in Kupit or suggested by it. In accordance with the law, this principle is applied regardless of where and when (whether during or outside the working hours) the idea or invention has been created and/or developed. This creation and/or development must be reported to Kupit, and the intellectual property must be protected like any other information owned by the company. If, however, the employee concerned considers that the idea or invention does not fall within the sphere of present or future activities of the company, or that it has not emerged or been suggested by his or her own activity within the Company, he or she may contact the Legal Department.
For the entire period during which an employee remains with Kupit, any employee who intends to apply for a patent can contact the Legal Department. Every employee must provide the Legal Department with a copy of any patent he or she has obtained or required for every idea, creation or invention developed during employment with Kupit, for tasks entrusted to him or her and pertaining to the company’s activities.

After leaving Kupit
Upon leaving Kupit for any reason, including retirement, all material belonging to the company must be returned, including documents and computer media containing proprietary information belonging to Kupit; it is not permitted to divulge or make improper use of Kupit's confidential information. Developments considered “intellectual property” effected by an employee during the employment, or as the result of his or her professional activity, will continue to remain the property of Kupit even after he or she has left the company.

Lawsuits
Kupit intends to safeguard its assets, if necessary also by taking legal action against all individuals involved, as it considers these of fundamental importance for its interests.

6) Registration and dissemination of information

Information must be recorded and disseminated not only accurately but also correctly.

In the normal performance of his or her work, each employee records information of various forms or disseminates it in the company. Some examples are the recording of the hours worked, e.g. by a technician who compiles a report, by an employee who compiles a list of products sold, by the financial analyst who records revenue and costs, by the researcher who prepares a report on the research carried out, or by the maintenance technician who compiles an intervention report.
Expense notes are also important documents. Employees are entitled to reimbursement of expenses, but only if these expenses have actually been incurred. Requesting reimbursement for an uneaten lunch, mileage not travelled or airline tickets that are unused or other unsupported expenses is illegal and prohibited.
In compliance with the tax regulations, Kupit is obliged to keep the records that document all of its transactions. It is essential that these registers be kept carefully, regardless of whether the law requires it.
The dissemination of untruthful information within Kupit, for example to management or to supervisors or auditors during internal investigations, is prohibited, just as it is forbidden to spread untruthful information outside the company. This conduct does not only include the dissemination of incorrect information, but also the organisation of the same in such a way as to confuse or deceive those who receive it. Particular care should be paid not to provide false or misleading information in the financial reports intended for the outside world, in the environmental auditing reports, in the various documents presented to public bodies or kept to comply with legal provisions, or in reports concerning contract status. Particular attention should also be paid in the case of data relating to the supply of goods and services to public customers.
In addition, the subjects required to prepare the financial statements and those who, more generally, participate in their drafting, are required to clearly explain the evaluation parameters adopted, providing any additional information as required, and to provide the broadest collaboration in carrying out the supervisory activities pertaining to shareholders, other corporate bodies or audit firms.
Similar principles of clarity and correctness must, finally, be followed in all communications imposed or in any way provided for by law and directed to Shareholders, the public or the Authorities, to ensure they contain clear, precise, truthful and complete information.

7) Recording of Kupit actions and operations

All actions and operations of the company must be properly recorded and it must be possible to verify the decision-making, authorization and executive process related to them.
For each operation there must be adequate documentary support in order to make possible, at any time, to implement checks that certify the characteristics and motivations of such operation and identify who authorised, performed, recorded and verified the operation itself.

How to conduct business in Q8

Kupit conducts its business relationships based on ethical and legal principles. The same correctness is required to all those who purchase goods or services for the company, and in general to anyone who represents Kupit in any way in the commercial sector, for both sales and purchases.
Today, Kupit deals with an increasing number of external organisations, including its subsidiaries or affiliates or commercial partners, with which it often maintains business relationships of different types simultaneously..

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Employees, regardless of the type of organisation they are dealing with and its relationship with Kupit, must always follow these general rules:

1) Avoid giving false impressions

Wrong impressions must not be created and nor should false or biased information be provided; if a person has the feeling of having been misunderstood, he or she must promptly correct the misunderstanding.
Honesty based on clear communication is an integral part of ethical conduct and the trust that comes with it is essential for a healthy and lasting relationship.

2) Relations with suppliers.

When choosing among competing suppliers, the elements considered in the decision-making process must be assessed in an impartial manner, regardless of the place where such decision is taken (be it central offices, a local or branch office or any other sector of the company) and of the extent of the matter under discussion, be it the purchase of large or small quantities of products or the request of a single, small repair or any other service.
Regardless of whether or not it be possible to have a real influence on decisions regarding the evaluation and selection of suppliers, no real or apparent pressure should be exerted in order to obtain “favourable treatment” for a given supplier. Even the appearance of such conduct alone can undermine the integrity of Kupit’s procedures.
To ensure fair selection, Kupit assesses its suppliers based on competitiveness. The prices, information and evaluations by Kupit regarding suppliers constitutes confidential information.
Employees or former employees may not make use of such information outside the company without having received written authorization from management.

3) Competition

Kupit vigorously competes with its competitors. Should it be necessary to modify prices or service conditions, such modifications must be specifically approved by the specifically delegated managerial sectors. No modification of contractual conditions or manners of providing a service may be arbitrarily applied to a customer or supplier without prior authorization.
Kupit requires those who represent it in a marketing or assistance activity to compete not only effectively, but also fairly.
Denigration
It is Kupit’s established policy to sell products and services focusing on their value and quality, without denigrating the competition, its products or its services. False and biased statements, even if only hinted at, are not permissible, and nor should comparisons be made that may show a competitor in a bad light, without prejudice to the limits permitted by the legislation on “comparative advertising”. The Legal Department can provide support on this subject.
A conduct contrary to the aforementioned principles can only lead to the breakdown in the relationship of respect with customers and suppliers.
In short, we must highlight the advantages offered by Kupit products and services, making sure that any comparison is fair and correct.

4) Relations with other organisations

Some companies have more than one kind of relationship with Kupit at the same time; others can be Kupit’s competitors, Kupit’s suppliers and end users of Kupit's products. In addition, Kupit has business relationships with many other organisations that continue to emerge in our industry. These include leasing companies, software houses, banks and other financial institutions, suppliers of goods or services, assistance and service firms, manufacturers, independent distributors, and others that are in competition with Kupit, or that purchase from Kupit or sell to Kupit. In each case, it is important to understand the particular type of relationship that exists with each company involved.
Business contacts with competitors
Given that many companies have different relationships with KUPIT at the same time, it is important to recognise the cases in which a Kupit supplier company or customer is also a Kupit competitor. Relations with these companies require further caution. It is inevitable that Kupit employees and competitors meet, speak and participate in the same business meetings. Many types of contacts are perfectly acceptable when following established procedures.
Among these: sales to companies operating in the same sector; purchases from these companies; participation in tenders with previously approved joint offers; arrangements for the definition of technical standards of products; participation in sectorial or category bodies (such as the Unione Petrolifera); participation in study commissions, foundations, trade associations. But even these contacts require caution. Strict compliance with company procedures rejects the risk of incorrect conduct and, in case of doubt, one should always contact one’s manager.

Prohibitions
In case of contact with competitors, it is absolutely necessary to avoid discussing issues such as pricing, contract terms, costs, inventories, product announcement plans, market research and studies, promotional campaigns, production plans and in general any kind of so-called “sensitive” information that may give rise to disputes of anti-competitive collusion, as well as, of course, any other information that is the property of Kupit or otherwise confidential.
Any collaboration or discussion of these issues with the competition may be illegal. If a competitor raises any of these issues, you should immediately point out Kupit's position, stop the conversation by saying that you do not intend to talk about such matters and, if necessary, leave the meeting. Ultimately, every employee must avoid engaging themself and Kupit in any activity with competition that may be illegal, limiting themself to what is clearly lawful. Furthermore, he or she must immediately report any situation relating to these matters to his or her supervisor.

5) Acquisition and use of information concerning third parties

During normal work activities, an employee may learn about many other organisations, including competitors. In itself, this is not incorrect nor is it contrary to ethics. Kupit collects this type of information, quite legitimately, for example, before granting credit to a customer, or to evaluate a supplier. Moreover, by legitimate means, Kupit collects the information on the competition that is available from various legitimate public sources and uses it to compare the capabilities and value of its own products, services and marketing methodologies with those of the competition. By collecting this information, Kupit carries out an activity that is necessary in a competitive system such as the one in which it operates.
However, there are limits to the methods of acquiring and using information, particularly those relating to competition. No company may use illicit means to acquire trade secrets or other confidential information from competitors. Illegal practices such as industrial espionage, housebreaking, theft, corruption, and interception are obviously illegal. But it is equally illegal to recruit employees of the competing company if this be carried out for the sole purpose of obtaining confidential information. The solicitation of confidential information from employees of a competitor, suppliers or Kupit customers is also illegal.
Kupit will not tolerate any form of information gathering carried out using means of dubious legitimacy.
Information relating to other companies must be treated with discretion and sensitivity. Some information relates to individuals and other companies will also be concerned about their reputation and the privacy of their employees.
In addition, even single individuals – for example, consumers or employees of customers, business partners and suppliers – wish to safeguard their own privacy. Kupit’s policy is to keep protecting the confidentiality of personal information about third parties. When a Kupit employee uses confidential information about other companies or individuals for his or her business, he or she must use that information in the right context, and make it available only to other Kupit employees who have an effective and legitimate need to know them. When presenting this information, the identity of the organisation or of the person must be revealed only in cases of necessity. If such disclosure is not necessary, the information should be presented in general form or any other similar way.

6) Information owned by third parties

Like Kupit, other organisations also have information and intellectual property that they wish to protect. The same is true for individuals. Like Kupit, these organisations are sometimes willing to disclose their confidential information. If a Kupit employee should receive confidential information owned by third parties, he or she should proceed with the utmost caution, to prevent Kupit from being accused of misappropriation and misuse of confidential information from third parties.

Information considered to be confidential or subject to restrictions of use
To avoid the risk of Kupit being accused of misappropriation or misuse of confidential information from third parties, certain measures need to be taken before receiving such information. It is forbidden to receive confidential or strictly confidential information from third parties (whether oral, visual or on paper) until Kupit has not reached a formal agreement with the third parties for the use of such information.
A formal agreement is a written agreement the content of which has been previously approved by the Legal Department. Furthermore, unless specific exceptions are made, the signing of a formal agreement authorizing the receipt of confidential or strictly confidential information requires the prior written approval of a suitably competent and authorised Kupit executive. When in possession of confidential or strictly confidential information from third parties, it is forbidden to use, copy, distribute or in any way disclose such information, except in the manner and in the terms provided for in the formal agreement. In any case, the classification of information should not be taken for granted.
If in possession of information that might be reserved for third parties, or whose use may be limited in some way, it is necessary to consult the Legal Department immediately.

Acquisition of IT software
Software acquisition is an activity that requires particular caution. Softwares are protected by law and can also be protected as confidential information or commercial secret or patent. The term “software” includes programs, databases and related documentation owned by third parties; they can be available on PC disks, on CD ROM or on electronic bulletin boards and on-line databases.
Before acquiring or using software, accessing databases or signing a license agreement, established procedures must be adhered to. Employees must strictly adhere to the conditions established in the licence agreements, for example, clauses that prohibit the reproduction and distribution of programmes. Furthermore, by purchasing proprietary software for privately owned computers, employees may not copy any part of such software for any work undertaken for Kupit, nor use it on computers owned by Kupit or, in general, bring it into Kupit premises. The same precautions must be taken with software accessible from electronic databases or on-line bulletin boards.
In case of doubt about the ownership of a software or a licence agreement, employees should consult their manager before distributing that software within Kupit via any distribution channel, including electronic channels (e.g. diskette or e-mail). The manager may request support from the Legal Department. It is the responsibility of every employee to make sure that non-Kupit software has the relevant licence, and that the use made of it is in compliance with this licence.

7) Use of the brand

Kupit and many other companies use brands (words, names, symbols or other) to identify and differentiate their products.
For example, the uppercase letters “Q8” and the logo represented by the “sails” are registered trademarks. Different classifications can be applied to brands in other countries.
It is important that the brands of Kupit and other companies be recognised as such and used correctly all over the world. In particular, it is always necessary to make sure that the brand is correctly written and reproduced graphically in the same way as the trademark holder customarily reproduces it.

We must always avoid using the trademark as a generic name, using it rather as an adjective. In every publication, the first time a name or symbol is used, it is important to specify whether it is a trademark of Kupit or of another company. In this case too respect for internal procedures is essential to avoid any risk of incorrect conduct; in case of any doubt as to the correct use of the trademark, one should contact one’s manager.

8) Gifts and compensation allowed or undue

The exchange of gifts between employees of different companies can range from widely distributed promotional items, which Kupit employees are allowed to give or accept, to undue donations which, without any doubt, are absolutely not allowed. Gifts may comprise not only material goods, but also services, promotional prizes or discounts on personal purchases of goods and/or services.
Below are some general indications concerning the exchange of gifts.
Any exceptions to these general directives may be approved by the competent managerial divisions, provided that these are not illegal or illicit practices.

Business entertainment
It is permitted to offer and accept normal business entertainment, such as the offer of lunches, etc., provided that the related expenses are kept within reasonable limits and are not prohibited by law or by commercial practices. In addition, since it is often necessary for a supplier, including Kupit, to provide training or executive briefing to clients, in this case it is permitted to accept or provide some services relating to this type of activity: transport with airplanes, ferries or trains to and from the company, accommodation and meals at company premises are generally acceptable.

Acceptance of gifts
No employee, either directly or through members of their family, can solicit or accept money. No other gifts may be solicited or accepted from a supplier or customer, if they might influence or even give the impression of influencing the normal course of Kupit's business activities.
It is, however, permitted, unless otherwise set out in Kupit directives, to accept rewards and/or promotional discounts offered by transport companies, oil companies, hotels, car rental agencies and restaurants, provided that the right to such prizes and/or discounts derives from the personal participation in promotional programmes offered without distinction to all users. It is also permitted to accept gifts of modest value (e.g. samples of new products distributed for advertising purposes), provided that these are gifts traditionally offered to all those who have the same type of relationship with that customer or supplier. In case of doubt, it is advisable to consult one’s direct superior.
In the event that a Kupit employee be offered money or a gift – and receive them at home or in the office – falling outside the conditions described above, he or she must immediately inform his or her superior. Immediate provision will be made to return or use more opportunely that which has been received and the supplier will be reminded again of Kupit’s policy concerning gifts.

Business procurement
If authorised by Kupit, marketing personnel may provide customers with the names of third-party suppliers; however, employees may not accept any commission or compensation of any kind for this activity from anyone else other than Kupit.

Giving gifts
It is absolutely forbidden to offer money or gifts directly or indirectly to managers, functionaries or employees of suppliers, customers, public administration bodies or other organisations.
However, it is permitted to offer gifts of modest or at least symbolic value (for example promotional gadgets), in conformity with the laws and customs in force.

9) Relations with employees in the public sector
Conduct considered acceptable in normal business practice (for example, providing courses, means of transportation, meals, entertainment or any other asset or service of appreciable value) may be completely unacceptable, even in open violation of rules, if directed towards employees of the Public Administration or officials acting on behalf of the Public Administration.
It is therefore essential that Kupit staff be aware of and comply with the laws and regulations that govern the relationships between public sector employees and customers or suppliers in the Public Administration as well as the related company procedures.
It is not possible to offer money or gifts to managers, officials or employees of the Public Administration, both in Italy and in other countries, if this offer may in any way appear connected with the business relationship with Kupit.
According to Italian law, the corruption of a public official, even if not Italian, is a criminal offence. Both illicit payments made directly by Italian companies or by their employees, as well as illicit payments made through persons acting on behalf of such companies, are considered acts of corruption. Furthermore, the law also prohibits offering or accepting valuables to obtain a more favourable treatment in relation to any relationship with the Public Administration.
It is legitimate and possible to offer gifts to customers, as long as appropriately approved by the manager, of a suitable nature and of symbolic value, provided this be done in compliance with the law. These gifts, however, must not in any way be interpreted as a search for favours.
Furthermore, legal and ethical restrictions may exist in relation to the employment of public employees or former employees or members of their families by Kupit. However, strict compliance with company procedures is essential and in case of doubt, the Personnel Department and the Legal Department must be consulted before starting any kind of preliminary interview with these categories of persons.

10) Conferences at Kupit offices

Electoral campaigns are not allowed in Kupit premises, except for those relating to company union representatives or otherwise provided for by law.

11) Compliance with laws

All Kupit employees must comply with the laws and regulations applicable to the production and/or distribution of fuels and related non-oil activities, whether issued by the Italian State or by the European Community. In the course of their work, every Kupit employee may have to face legal problems, especially in the areas described below. Anyone who has any questions regarding laws or regulations can contact the Legal Department.

Environment
Kupit applies the highest standards of environmental protection, and complies with all the stipulations required by environmental laws. In cases not covered by specific laws protecting the environment, Kupit indicates and applies rigorous internal standards.
Every employee involved in production processes that may have environmental repercussions must do their job with the utmost conscientiousness, checking and if necessary reporting accidental discharges and releases of harmful materials, and treating the hazardous waste with due care. Every Kupit employee is responsible for applying environmental protection regulations.
It is the job of all employees to protect the environment. Anyone who becomes aware of the violation of environmental protection regulations, or of actions aimed at hiding such violations, must immediately inform their superior and in any case the competent office as indicated by the company procedures.
For its part, Kupit has prepared an ‘environmental handbook’, which will be updated according to need, which must also be respected as regards the relations between Kupit and the public administrations responsible for the protection of Italy’s environmental heritage.

Competition
In most industrialised countries, as also in Italy, there is legislation governing competition. These laws, also known as ‘antitrust laws’, laws on monopolies, on trade ethics or on free competition, are intended to prevent any interference with the proper functioning of a competitive market system. Even though the function of these laws is primarily economic, they are often seen as something that goes beyond consumer protection to protect other significant values ​​of our society, including individual freedom.
In accordance with these laws, companies may not enter into agreements, even informal, with other companies in order to alter the competition on the market. Examples of such conduct are competitors who agree the price for their products, agreements between competitors to divide up the market between them or to control production, agreements between a company and its suppliers to establish they don’t sell their products to competitors.
A company may violate competition laws even without acting jointly with other companies. For example, if implementing actions that limit free competition. If the heads of an organisation decide to take actions of this kind, they can monopolise or illegally attempt to monopolise their sector or abuse their position of domination.
It is Kupit’s policy to comply with competition laws. Employees will be able to contribute to the pursuit of this policy by following the rules of commercial correctness contained in this document and in the procedures issued for this purpose, taking care to understand when problems may arise regarding competition laws and discussing these problems with the Legal Department.

Contracts with the Public Administration
An objective of the legislation governing contracts with the Public Administration is to help public clients such as the State, local authorities, public bodies and all those organisations that work on behalf of public bodies, obtain products and services they need at a fair price. As the legislation in this area is complex and varied, we must be cautious in carrying out activities that involve the stipulation of contracts with the public sector and comply with current legislation. In the execution of the activity relating to contracts with the Public Administration, employees must avoid unduly influencing the decisions of the customer to obtain confidential information.
The following cases are examples of specific issues over which Kupit employees must be sensitive and attentive. Laws concerning contracts with the Public Administration normally provide for tenders and, only under particular circumstances, negotiation with a limited number of suppliers. It will be possible to have the letter of invitation in advance only if the other competitors have received it too. Invitation letters on behalf of public clients must never be prepared, even if the public client requests them; no anonymous documents shall be submitted or public clients be required to sign a contract before the tender has been awarded to Kupit. Employees should never discuss business opportunities or employment opportunities that could benefit a public employee and should never offer gifts to public employees to maintain constant supply to the public customer. If it is decided to use a consultant to participate in a public tender, the consultancy must not be started without first obtaining authorisation from the competent manager. It must be ensured that in the relations with the consultant the guidelines for Business Conduct set out in Chapter II of this booklet be applied. Furthermore, and in any case, no consultant should be hired if this might create conflicts of interest.
When providing services to public bodies, we must comply with the laws and regulations regarding contracts with the Public Administration as well as company procedures. In addition, employees must immediately report to their manager or the Supervisory Body any actual or potential violation of laws or regulations governing the public sector. Kupit will not tolerate any form of retaliation, discrimination or penalisation, while also ensuring the confidentiality of the employee’s identity if he or she correctly reports such violations.

Customs
There is still a complex customs legislation aimed at the regular conduct of commercial traffic within the EC and from or to non-EC countries, which must be strictly respected. Kupit strictly complies with all customs regulations and considers it essential for the proper conduct of its business to ensure that its employees also comply with applicable laws. Since, in general, only activities involving international trade are likely to see the application of customs regulations, only services operating in these sectors may find themselves affected by these situations; it is recommended, in case of doubt, to send a request for an opinion to the Fiscal and Customs Department.

Building and urban planning
The respect that Kupit aims to show for the environment is also reflected in the way it respects the current building and urban planning legislation. No building will be undertaken except after the acquisition of all permits, licences, concessions or authorisations falling under the jurisdiction of the Public Administration. Kupit’s technical services will operate in compliance with laws, regulations, general and local custom, even if this impedes the rapid implementation of business.

Exports
Kupit works in an industrial sector that can involve the use of high-level technological knowledge.
Kupit’s activity – be it related to products, any technical data concerning the design or the production or use of such products or services – is therefore subject to all the laws that regulate exports, and it is necessary to obtain appropriate government authorisation before exporting products and/or technical data.
Employees must be aware that their activity may have implications for exports. The export laws apply to all international transactions (including international transactions within the group and transactions in which those receiving the supply or service are not Italian nationals), transactions with customers, suppliers, business partners, alliances or agents.
Export regulations regulate far more than just shipping.
Transfers of technological knowledge and the applicative development of such knowledge, via Internet or Intranet, e-business and e-service activities, travel abroad with products or technology, the supply of technical specifications and other specific services to suppliers for purchases abroad, as well as applications of personal knowledge abroad are all activities subject to export regulations.

Tax and Financial affairs
It is in Kupit’s interest, as well as its company policy, that all tax, fiscal and financial regulations be complied with; this must happen both on the part of its employees, and of that of any external individual who provides longstanding or occasional advice in this matter.
Fiscal and financial matters are of great regulatory complexity, and also offer many specific difficulties that are peculiar to the oil sector.
Since the violation of fiscal and financial regulations (especially where the latter involve damage to the interests of third parties) may result in very serious penalties – both administrative and criminal – Kupit expects its employees to comply with the current laws and, in doubtful or particularly complex cases, employees must involve the Fiscal and Customs Department and the Legal Department.

Imports
Kupit is also an importer, and as such is subject to international trade laws that govern imports. Kupit employees who perform import-related activities must be aware of the obligations imposed by these laws, the non-observance of which may result in fines, civil and criminal penalties, and/or loss of import concessions. Any questions regarding import regulations should be directed to your manager.

Health and safety at work
Kupit considers people who work for it as its greatest asset and as the true guarantors of its industrial and commercial success.
Kupit complies with all regulations regarding health and safety in the workplace in its offices, premises and places in general where its employees operate.
As far as possible Kupit works to ensure that the operators of its filling stations, in their guise as institutional partners, also commit themselves in this regard.

Loyalty at work and free time

1) Conflict of interests

The private life of Kupit employees belongs exclusively to them. However, a conflict of interest could arise if an employee engages in external activities or pursues their own interests at the expense of Kupit’s interests. The employee must avoid situations that could undermine his or her loyalty to the company. The situation of each individual employee is different and, when evaluating it, each must take into account several factors. Below are the most common types of conflict of interest, to help employees make informed decisions.

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Activities undertaken to the benefit of the competition
There is an obvious conflict of interest when a Kupit employee provides assistance to an organisation that markets products or services in competition with current or potential products or services offered by Kupit.
Furthermore, an employee cannot, without Kupit’s consent, work for a competitor in any quality, for example as an employee, consultant, member of the Board of Directors or otherwise participate in the management of a competing company. These activities are prohibited as they could create a situation of dubious loyalty.

External work in competition with Kupit
During their free time, Kupit employees may carry out normal activities involving the use of knowledge derived from their work at Kupit. Such activities generally do not involve a conflict of interest, but each employee must avoid engaging in activities that conflict with Kupit’s commercial activities.
Of course, employees may not market products or services that compete with current or potential products or services offered by Kupit. This kind of activity is considered “commercial” if the person involved receives a remuneration of any kind, direct or indirect. Such activities may be carried out on a non-commercial basis, provided that their impact on Kupit’s current or potential activities is minimal.

Kupit suppliers
As a rule, unless authorised by Kupit's management, an employee must not act as a Kupit supplier, represent a Kupit supplier, work on behalf of a Kupit supplier or serve on the board of a company that supplies Kupit as long as he or she is employed by Kupit.
Furthermore, employees are not permitted to accept money or other favours from suppliers for advice or services rendered in connection with their business relationship with Kupit.

Use of time at Kupit and Kupit assets
It is not permitted to carry out activities different from work during working hours and within Kupit offices. The use of Kupit equipment, material, resources and confidential information is not permitted, in any measure or quantity, for personal activities of any kind.

Personal economic interests
As a rule, it is not permitted to have economic interests in organisations of suppliers, customers, competitors, distributors or companies in which Kupit how a stake, since they might cause a conflict of interest with Kupit.

Major companies

For a correct evaluation, employees should ask themselves some questions:

  •  What type and level of competition or relationship exists between Kupit and the company they are financially invested in?
  •  If the other company operates in more than one sector, what relevance does it have in each sector where it competes with Kupit / it is a supplier to Kupit?
  •  How great is one’s personal investment in that company and in what ratio is it with the pay received and other family income, including those deriving from other investments?
  •  Could the Kupit employee be induced to take steps to protect or improve his/her investment in that company?
  •  Could the conduct of a person with a particular position at Kupit influence the value of the investment in the other company, and how?
  •  Could he/she significantly increase that investment, even if it is very modest?

A financial interest must be judged as potential conflict of interest whenever, considering the total commitment, the amount of the investment and the type of company in which one has invested, this could influence the conduct of a Kupit employee.
In the case of a supplier or company in which a stake is held, it is best to ask whether one is directly or indirectly involved in decisions that affect it and whether Kupit does business with that company. If so, there should be no financial interest in the other company.
In addition, at times, Kupit suppliers, business partners or customers might offer stock options or other types of stock rights to a small and select group of investors in connection with their company’s public offering. Kupit employees must not accept such offers or buy shares of the company in such situation, i.e. when the employee has contributed, in whole or in part, to the execution of the project or if the investment does not comply with company procedures or, in case of doubt, with the indications of Kupit management.
These rules on investments should not be circumvented either by acting indirectly through third parties.

Private organisations
Investments in private organisations, owned by a small group of shareholders, such as partnerships, small businesses or individual companies, present greater problems than investments in companies whose securities or shares are publicly traded.
This is due to the closer link between investors and most of these private organisations. For example, in this type of organisation, owners are generally few in number and each has a greater interest in their shareholding or ownership; investors often have the opportunity to participate in the daily management of the company, and can be closely identified with the company itself.
This type of relationship can give the private organisation’s competitors the impression that such investment brings to the employee greater benefits than Kupit. This relationship can also give other Kupit employees the impression that the employee, who has personal financial interests in the organisation, is using the time, facilities and confidential information of Kupit for the benefit of that private organisation.
For these reasons, employees must refrain from investing in a company that is a competitor, supplier, distributor or reseller of Kupit.
Specific exceptions must be expressly approved by management.

Use of internal information and Insider Trading
During employment with Kupit, employees may become aware of confidential information relating to both Kupit and other companies.
The use of such information to gain an advantage — even non-financial — is not only an ethical problem: it can constitute a violation of the law.
In some countries the law prohibits the use of confidential information in securities transactions, as well as the disclosure of information relating to securities and shares listed on the stock exchange; for this reason, its violation by Kupit employees will not be tolerated.
Internal information is confidential when it takes the form of information that is not available to the general public and might reasonably induce the average investor to buy, sell or hold outstanding shares or bonds. It is not always possible to identify a priori all internal confidential information, but some examples may include non-public information concerning:

  •  the financial performance of Kupit, indication of profits or distribution of dividends;
  •  divestitures;
  •  announcements of new strategic products;
  •  significant progress in research;
  •  strategic activities of the company.

Here are some examples of the correct use of confidential internal information:
if you know that Kupit is about to announce a new product or make a purchase that will affect the price of a competitor’s or supplier’s shares, you may not buy or sell such shares until the news has been made public;
if you learn that Kupit is about to make an announcement that could affect the price of a competitor’s or supplier’s shares, you may not buy or sell the shares before the announcement;
if you invest in a client company, you may not buy or sell the shares of that company on the basis of rumours that you have heard;
if confidential information is known about the fact that Kupit is going to build a new site, establishment or point of sale, you may not invest in land or commercial enterprises near this location.
Internal information should be disclosed only to those employees who actually need to know them, and should never be disclosed to third parties.
Naturally, these rules may not be circumvented by use of third parties, even if the Kupit employee does not derive any economic advantage from them.
In case of doubt about the correct conduct to be adopted, it is best to consult your manager who will be able to make use of the advice of the Legal Department.

3) Public posts

It may happen that Kupit employees participate actively in public life. Therefore, they can sometimes find themselves in difficult or embarrassing situations, such as for example, being part of a committee or commission that has to make a decision that in some way affects Kupit.
Such situations could occur in the case of a decision concerning the purchase of movable or immovable assets, or of the resolution of a tax assessment commission or of a local authority that has jurisdiction over a Kupit property. In such cases the interests of Kupit on one hand and the obligations towards the public body on the other may not coincide.
The law may require abstention depending on the post held in Kupit and the possible personal gain that one might derive from the decision. On the other hand, the law could provide that it is not possible to refrain from deciding. Even if the employee decides to assume the associated responsibility, before making a decision, he/she should still consult the top management of the public body and the Kupit Legal Department.
In order to safeguard Kupit from any potentially difficult situation, regardless of the final decision (abstention or not), the employee who finds himself or herself in a situation such as the one described above will have to clarify his/her position as an employee of Kupit to avoid possible future accusations of having concealed this relationship. If he or she abstains in any vote, he/she will have to explain very clearly that he/she does so because otherwise a conflict of interests (even if only apparent) might arise if he or she were not to abstain.

4) Participation in political life

Kupit does not pay contributions or provide financial or other types of support that could be considered direct or indirect contributions to political parties or candidates, or to any political association, even through intermediaries (for example, political action committees or public foundations). For example, Kupit will not purchase travel tickets or pay expenses for employees or third parties to enable participation in events where funds raised will be used for election campaigns.
Furthermore, Kupit does not offer any kind of support that might appear as a form of contribution.
The employee must not pay contributions of the type indicated above as a representative of Kupit. The employee must also not request any reimbursement from Kupit (nor will Kupit pay any such reimbursement) for personal contributions. Furthermore, the employee must recognise that the use of Kupit assets and any work done for the purposes indicated above are in every way equivalent to these forms of contribution (and are therefore prohibited).
Any work made available by an employee is equivalent to a form of contribution. Therefore, if an employee is a candidate for public office or if he or she holds or participates in the election campaign of a candidate, he or she cannot be remunerated by Kupit for the time dedicated to such activities, unless this be expressly established by law. However, for this purpose, it is possible to take holiday or leave within the terms or procedures provided for by law and current regulations.

Expression of opinions

When expressing opinions on public issues, employees must do it on a personal basis, without ever giving the impression of speaking or acting on behalf of Kupit.

5) How to conduct oneself if a relative works in a company of the same sector

There are more and more families in which two or more people work; it is therefore possible that the husband or wife of a Kupit employee or another member of his or her family or another person close to him or her be a competitor or supplier of Kupit or an employee at one of these companies.
Of course, everyone has the right to choose the career they prefer. However, in situations of this kind, we need to be sensitive to issues of security, privacy and conflicts of interests.
In the case of a very close personal relationship one can inadvertently undermine Kupit’s interests.
In such a situation many factors must be considered. These include the relationship between Kupit and the other company, the personal responsibility of the Kupit employee and that of the other person within the other company and the access that both have to the confidential information of their respective employers.
The best thing to do is to discuss the specific situation with your direct superior to determine if there are problems and how these can be resolved. Often the risk to Kupit’s interests is so remote that it is sufficient for the supervisor to remember the need to be careful not to inadvertently disclose confidential information belonging to Kupit. Sometimes, however, it may become necessary to modify the responsibilities of one or other of the parties in order to assure a fair solution.