Code of Ethics

Approved by the Board of Directors on May 29, 2017


  1. A. Foreword
  2. B. Recipients
  3. C. Code of Ethics and Corporate Conduct
  4. C.1 Introduction
  5. C.2. Key values
  6. C.3. Compliance with the law and the regulations
  7. C.4. Prevention and management of conflicts of interest
  8. C.5 Confidential information and insider trading
  9. C.6. Competition and fair transactions
  10. C.7. Relations with employees
  11. C.8 Environment, health and safety
  12. C.9 Protection and proper use of company resources
  13. C.10 Transparency of accounting activities
  14. C.11. Relations with clients and suppliers
  15. C.12. Relations with the Public Administration
  16. C.13. Relations with the media
  17. C.14. Money laundering, self-laundering and Receiving of Stolen Goods
  18. C.15. Implementation procedures and penalties
  19. C.15.1. Implementation of the Code of Ethics
  20. C.15.2. Duties of the Supervisory Body
  21. C.15.3. Reporting
  22. C.15.4. Violations and penalties
  23. D. Prometeia Advisor SIM

A. Foreword

Prometeia is a company specialised in Consulting and Economic Research, with more than 900 professionals worldwide. It is currently active in Eastern Europe, in the Middle East and in Africa. Besides operating from the Italian offices of Bologna, Milan and Rome, it is also present in Moscow, Istanbul, Cairo, Zurich and London. Born in 1974 as an Economic Forecasting Association, in 1981 it broadened its scope so as to provide analysis-oriented services to companies and financial intermediaries. As from the 90s, Prometeia's activity has become increasingly oriented towards the integration of research, analysis, consulting and the processing of software systems. This unique offer has made it a leader in Italy in solutions for Risk and Wealth Management, Financial consulting for institutional investors, aside from a key Business Consulting company.

In conducting its activity in full respect of its founding corporate values, namely ethics, independence, behavioural transparency, Prometeia aims to:

  1. Create values for its shareholders and ensure the long term development of the company
  2. Contribute to the well-being and professional growth of its employees and collaborators
  3. Be one of the key players in the process of innovation of the sectors covered

The Mission and all related values

Prometeia's mission represents not just the aspirations of the company, but it is also what sets it apart from all other companies.

The future belongs to those who already have it inside.

This is why our mission is to be a company endowed with unique expertise, in order to grow together with our clients in the long term, to envisage with them the most ambitious goals and devise for their benefit the best solutions for attaining such goals.
In order to do so, we have created a place where people, all together, are constantly inspired, innovative in thought and actions, entrepreneurs within their spirit, ever-ready to dismiss the most predictable, albeit shortest, path. These are the foundations of our reputation.

Because the future belongs to those who succeed in changing the present.

The values expressed by the Mission of Prometeia:

  1. Excellence in the spheres of expertise is to be pursued at all times.   Pride in the professional standard of our work. Our company is more about expertise than status
  2. We aspire to provide high-quality professional services and IT solutions. We are the best in our field compared to other leading companies across the globe. We might not be the largest company but we are one of the best.
  3. Our greatest assets are people and our reputation. The medium- and long-term profitability is crucial for our future (for our growth, that must be sustainable)
  4. A spirit, a business attitude that extends beyond the diverse organisational roles. It is up to everyone to indicate, suggest, innovate improved ways to work and fulfil client needs.
  5. Long-term client focus, at times also foregoing our short-term achievements. We grow together with our clients
  6. Long-term goals must be expressed in daily activities, providing to the people the guidelines and discipline required to ensure consistency. Teamwork is essential for converting the principles into daily work

This Code of Ethics adheres to the Mission and to the values of the Group through which it delineates the rules of conduct.  The full respect of these principles by all that work at Prometeia or on its behalf is cardinal for the correct performance of the activities, as well as for Prometeia's image of integrity and reliability.

At the same time, Prometeia undertakes to request from those working with the companies of the Group (collaborators, suppliers, clients) to embrace a behaviour in step with the general principles of this Code and, to this end, to communicate its contents to those engaging in relations with the Company.

Prometeia operates in a highly competitive context that is ever-changing in regulatory and technological terms, and it is therefore vital that its activity be based on principles of clarity and transparency, faithful compliance with the law, full respect of the interests of clients, suppliers, employees, institutions and the community as a whole.

This Code of Ethics is an integral part of the “Organisation, Management and Control Model” adopted by Prometeia pursuant to Legislative Decree No. 231/2001 The principles and rules of the Code constitute the general specifications of a system of operational and behavioural rules based on obligations of due diligence, honesty, trust that qualify the corporate performance, the work activities and the behaviour that each employee or collaborator is required to observe.


B. Recipients

The following are the recipients (hereinafter referred to as the “Recipients”) of this Code of Ethics endorsed by Prometeia (hereinafter referred to as the “Company”), the content of which they undertake to fully respect.

  1. The directors and executives of Prometeia (also known as senior management individuals)
  2. The employees of Prometeia (also known as subjects subordinate to the management of others)

By virtue of specific acceptance or dedicated contractual clauses, the following external subjects (hereinafter referred to as the "External Subjects") may be the recipients of specific obligations for the full respect of the content of the Code of Ethics:

  1. Representatives, collaborators, consultants and self-employed subjects
  2. Suppliers and partners (also in the form of a temporary joint enterprise, as well as joint-ventures)

The endorsement of ethical behavioural standards aligned with those illustrated in the Code of Ethics is a moral duty of the Recipients, in order to pursue the corporate objectives according to principles of integrity, transparency, legality and impartiality and in full respect of national and international regulations.

Specifically, Recipients are required to:

  1. Behave in line with what is stated in the Code of Ethics
  2. Inform the Supervisory Body of the Company of any potential violations of the Code, immediately upon being so informed
  3. Request, if necessary, interpretations or clarifications on the principles of conduct as defined below. In this respect, employees will report to their line manager in order to obtain indications and clarifications

C. Code of Ethics and Corporate Conduct

C.1 Introduction

The violation of the standards of this Code will be subject to disciplinary measures.

The Code of Ethics elucidates and comprises the rights, duties and responsibilities of Prometeia towards all the subjects with whom the company enters into a relationship for the attainment of its corporate object (clients, suppliers, employees and/or collaborators, shareholders and members, supervisory bodies, institutions). The Code represents a provision whose rules of conduct should always be considered in performing daily work activities, and entails the absolute respect of the laws and regulations in force, also within the company.

This Code determines the ethical standards and behavioural norms that should guide the corporate decision-making processes and the conduct of the company in general. The Code requests from its interlocutors a gamut of behaviours consistent with the corporate ethical principles, and contributes to implementing the Group's social responsibility policy.

The latter, while inevitably unable to provide for every single topic and/or issue which may arise during daily operations, in any case outlines the basic principles to be followed.  All employees should therefore adopt behaviours aligned with this Code and such as to avoid even the slightest suspicion of misbehaviour. The content of this Code should also be reflected in the behaviour of all those operating on behalf of the companies of the Group.

Prometeia S.p.A., in its capacity as Parent Company, imposes to all companies belonging to the Group to refrain from initiating behaviours or making decisions that may jeopardise the integrity and reputation of the Group or its business units.

The Code of Ethics, as updated, is made known to all Recipients (internal and external) via an appropriate and coherent communication and dissemination.

Specifically, the Code of Ethics is published in the dedicated section of the corporate intranet and institutional website.


C.2. Key values

All behavioural approaches of the Recipients of the Code in the pursuit of their duties must be characterised by the utmost integrity, honesty, propriety, loyalty, transparency, fairness, objectivity, as well as by the respect for the individual and by the responsibility in the use of corporate, environmental and social assets and resources.
Within the context of the responsibilities associated with the role covered, everyone should provide the utmost level of professionalism so as to adequately meet the needs of the clients and internal interlocutors.

Compliance with the values contained in the Mission is the fulcrum around which daily behaviour should gravitate. The development of the spirit of belonging to Prometeia and the enhancement of the corporate image represent common objectives that constantly guide individual behaviour.


C.3. Compliance with the law and the regulations

The full respect of the laws of all the Countries in which Prometeia operates is the foundation upon which rest the ethical standards of the Group itself. Hence, Prometeia is committed to promoting and demanding compliance with the internal regulations and/or set of laws by personnel, collaborators, clients, suppliers and any other third party with whom a legal link exists.


C.4. Prevention and management of conflicts of interest

In carrying out all activities, Prometeia avoids any situation in which the subjects involved in the transactions are, or may even only appear to be, in conflict of interest. As a result, employees and collaborators are required to avoid any such situation, and to refrain from taking part in any activity that might put a personal and/or family-related interest up against the interests of the Company, or that may interfere and hinder the ability to make impartial and objective decisions in the interest of Prometeia itself.

Every situation of conflict of interest, even if indirect or potential, should be promptly notified to the Supervisory Body, appointed in pursuance of point 4 of the general part of the Organisational Model endorsed by the Company on 20 December 2010, so that its existence and severity may be appraised and any resulting effects excluded or alleviated.


C.5 Confidential information and insider trading

All the information that is not in the public domain concerning the company is deemed confidential.   Confidential information includes all the information that is not in the public domain that might be used by the competition or harm the company, its clients, suppliers, if divulged. Confidential information also refers to: intellectual property, trademarks, copyrights, as well as business, marketing, scheduling of activities, projects, databases, minutes, information concerning clients and suppliers, salary information and non-public reports. The unauthorised use or circulation of this information violate the Company's policy, and may result in criminal proceedings.
Recipients that, for whatever reason, have access to confidential and/or privileged information, may not use the latter for market transactions or any purpose other than the accomplishment of their work tasks. The use of confidential information for personal benefit or its provision to others for potential investment-related decisions is illegal, not to mention immoral. Recipients should preserve the confidentiality of any sensitive and/or privileged information entrusted to them by the Company and/or by external subjects, unless its disclosure is provided for by laws or regulations.

The obligation to keep such information confidential remains valid even after the end of the employment relationship.


C.6. Competition and fair transactions

Prometeia undertakes to face the competition in a fair and honest manner, and to search for competitive advantages by achieving better results, never through immoral or illegal corporate behaviours.

It is forbidden to steal privileged information, obtain the latter without the consent of the holder, foster its circulation via past/present employees or other Companies. Each Recipient must engage in honest agreements and professional relations with clients, suppliers, competitors, candidates and all Company employees.

No Recipient is allowed to seek for improper advantages through manipulation, concealment, misuse of privileged information provided and/or received, misrepresentations of material facts or any other dishonest activity.

The aim of any presents or gifts is to create a pleasant work environment, not to obtain inappropriate and non-competitive advantages with the clients or other partners. No gift may be offered or accepted by any Recipient of the Company or its family members, unless it is:

  1. A non-cash gift,
  2. Low in value,
  3. Compliant with the recognised business practices and
  4. Not in breach of any law or regulation

C.7. Relations with employees

Prometeia will strive to develop the expertise and potential of its personnel in the performance of its activities, so that individual abilities and legitimate aspirations may find full expression in the accomplishment of the corporate objectives. This goal is the inspiration behind the operation of all corporate facilities.

Prometeia undertakes to offer the same employment and professional growth opportunities to all its employees based on abilities and professional qualifications, without any discrimination and/or favouritism. This is why Prometeia requires that no harassment or discriminations should occur in internal and external working relationships alike.

The selection of candidates takes place only if a match is created with the professional profiles required by the company.  Personnel is hired solely on the basis of regular employment contracts.

Prometeia undertakes to oversee the training of all employed personnel so that individual abilities and legitimate aspirations may be fulfilled in conjunction with the accomplishment of the corporate objectives.

Prometeia manages its personnel on the basis of merit and competence, without any discrimination on grounds of politics, union, religion, race, language and sex, in full respect of all laws, employment contracts, regulations and directives in force.

The corporate system of evaluation is managed in a transparent and objective manner and constitutes a prerequisite for the application of the bonus and career progression systems provided for to reinforce motivation, provide fair rewards and encourage the achievement of outstanding results.


C.8 Environment, health and safety

Prometeia considers people as a quintessential factor, vital for development.

This is why Prometeia undertakes to provide to each employee a safe and healthy work environment, free from prejudice and any form of intimidation and/or discrimination. To this end, all measures required for protecting the safety of the working environment and employee health have been adopted, including all activities relating to the prevention of professional, information-related and training risks, as well as the support of an adequate organisation and of all the necessary operational tools.

In this context, Prometeia also uses its best efforts to minimise the environmental impact of its activities. Each employee is responsible for contributing to keep the working environment safe and healthy by following all health and safety rules and procedures and by reporting accidents, injuries and unsafe tools, practices or conditions.


C.9 Protection and proper use of company resources

All Recipients should endeavour to protect the corporate resources and ensure their efficient use.

Theft, lack of care and waste have a direct impact on the profitability of the company. Any episode of suspected fraud or theft should be reported immediately so as to enable investigation activities.  Corporate tools should not be used for purposes unrelated to business, although a coherent, sparing and appropriate personal use is permitted.


C.10. Transparency of accounting activities

Prometeia, in full respect of the provisions of law, of the accounting principles in force, internal regulations and procedures, bases its accounting records and all pertinent documents on precise, comprehensive and assessable information, while respecting the principle of transparency, accuracy and completeness of the accounting information.

Prometeia shall ensure that the administrative-accounting system is reliable and properly representative of the management situation so as to prevent and better face any financial and operational risks and possible fraud to the detriment of the Group.

Prometeia shall not retain undeclared funds and assets, except in cases explicitly permitted by the laws or regulations in force.

All Recipients in any way involved in the accounting administrative processes, are required to operate with a view to ensuring the proper and timely operation of the system itself and thus the completeness and accuracy of the financial information and documentation.

No Recipient will become involved in any activity that eludes the internal financial control systems of the company.

All Recipients must report any information relative to possible violations of the financial and accounting control systems of Prometeia.

Auditors should be allowed free access to data, documents and any information required for carrying out their duties.


C.11. Relations with clients and suppliers

Relations with clients must be characterised by respect and the sharing of objectives, in the spirit of professionalism, responsibility and integrity.

The contracts, drawn up in accordance with the legal provisions in force, are characterised by transparency, comprehensiveness and clarity.

Prometeia undertakes to refrain from any elusive or incorrect behaviour towards its clients.

Likewise, in selecting the suppliers and in defining the purchase conditions for assets and services, Prometeia endorses principles of lawfulness, competition, impartiality and fairness by carefully appraising the range of offers.
The purchase processes should be oriented towards the search for the utmost competitive advantage for the Group and the impartiality towards any supplier in possession of the necessary requisites.


C.12. Relations with the Public Administration

The relations between Prometeia and the Public Administration, and generally with all the local, national, EU and international Public Institutions are solely held by expressly authorised Recipients.

In relations with the Public Administration and Public Institutions, Recipients are required to comply with the laws and are bound to the utmost transparency, clarity, fairness so as not to lead institutional parties with whom any relations are maintained to partial, distorted, ambiguous or misleading interpretations.

Any declarations made to the Public Administration and Public Institutions should only contain entirely truthful elements, be complete and based on valid documents so as to allow for their proper assessment by the very Institutions concerned.

For this reason, in relations with the representatives of the Public Administration and Public Institutions, it is forbidden to:

  1. Promise or make disbursements, gifts or presents that fall outside the corporate objectives or for purposes other than the institutional and service ones.
  2. Propose employment and/or commercial opportunities that could benefit Public Administration employees on a personal or family basis.
  3. Promise or grant benefits of any kind, in order to influence the independence of judgement or to obtain any advantage for the Company.
  4. Solicit or receive confidential information that may jeopardise the integrity or the reputation of either party or that may in any case violate equal treatment and the open public procedures activated by Public Institutions or Public Officers.
  5. Engage in deceptive behaviour that may lead the Public Administration to make an error in the technical / economic assessment of the products and services offered / provided.
  6. Allocate contributions, grants, incentives, subsidies or public financing for purposes other than those for which they were obtained.

C.13. Relations with the media

Any communication to the press (paper-based and/or online) should be made only by the functions responsible for such communications or by the Recipients authorised to this end.

The Recipients undertake, adhering to values of integrity, transparency, legality and impartiality, to supply the representatives of the media with complete and truthful information.


C.14. Money laundering, self-laundering and Receiving of Stolen Goods

The Company is firmly opposed to the use, replacement and transfer into the corporate activities of money, goods or any other assets which are the proceeds of crimes, forbidding its employees, including executives, members of the corporate bodies, all collaborators and, in any case, all recipients of this Code, to carry out or contribute to carrying out any actions attributable to money laundering, self-laundering, receiving of stolen goods and the use of illegally-obtained money, goods or other benefits.


C.15. Implementation procedures and penalties

C.15.1. Implementation of the Code of Ethics

The Code of Ethics is endorsed via a resolution of the Board of Directors of the Company. Any update to the Code itself will be adopted via a subsequent resolution of the Board of Directors, also possibly upon proposal of the Supervisory Body, following any potential organisational changes within the Company in a variety of external scenarios, as well as in relation to the experience acquired in the course of time.


C.15.2. Duties of the Supervisory Body

The Supervisory Body is the controlling body responsible for supervising the application of the principles contained in the Code and for contributing to the definition of disciplinary/sanctioning measures for serious violations.

Among its myriad assigned duties, the Supervisory Body is responsible for:

  1. Ensuring the circulation, understanding and implementation of the Code of Ethics
  2. Managing the reports received with respect to situations or behaviour contrary to the principles explicated by the Code
  3. Contributing to the definition of the disciplinary / sanctioning measures for serious violations

C.15.3. Reporting

The Recipients of this Code of Ethics must abide by the behavioural principles described herein.  In no case may the pursuit of the interest of Prometeia justify any conduct in breach and/or in contrast to such provisions. Should the Recipient become aware of any situations or behaviours contrary to the principles explicated by the Code, s/he should notify the Supervisory Body immediately.

It is pointed out that the obligation to notify the employer of any potential behaviours contrary to the Code of Ethics falls within the greater duty of due diligence and obligation of loyalty. Accordingly, the correct fulfilment of the obligation to provide information by the employee may not give rise to the application of disciplinary sanctions. By contrast, any employee engaging in improper reporting, both in terms of content and form, prompted by a desire to defame the reported person, will be subject to appropriate disciplinary sanctions.

In particular, the following prescriptions shall apply:

  1. Any information and reporting, from whomever it should come, also relating to any violation or suspected violation of the principles laid down in the Code of Ethics, should be communicated in writing and non-anonymously.
  2. The Supervisory Body shall take appropriate measures to protect the reporting parties from any type of retaliation, discrimination, penalisation or any consequence resulting from its action. The Supervisory Body also ensures to the reporting parties confidentiality on their identity, subject, however to the obligations of law and the protection of the rights of Prometeia or of any people accused wrongly and/or in bad faith
  3. The information and reports must be transmitted by the party concerned directly to the Supervisory Body.
  4. The Supervisory Body examines the reports received. All recipients of the disclosure requirements must collaborate with the Body itself, in order to enable the collection of all the additional information deemed necessary for an accurate and complete assessment of the reporting.

C.15.4. Violations and penalties

Any violation or behaviour potentially in breach of the Code should be flagged before the Supervisory Body. The application of disciplinary measures takes place regardless of the start or outcome of any criminal proceedings, as the Code of Ethics expresses rules that are binding for all Recipients, the violation of which must be sanctioned irrespective of whether an offence has actually been committed or whether it is subject to punishment by the judiciary.

Any potential violation of the aforementioned principles represents, where ascertained:

  1. In the case of employees and executives, a breach of contract in relation to the obligations stemming from the employment relationship pursuant to art. 2104 of the Civil Code and art. 2106 of the Civil Code.
  2. In the case of directors, the failure to comply with their duties set forth by the law and by the articles of association pursuant to art. 2392 of the Civil Code.
  3. In the case of external subjects, this constitutes a breach of contract and just reason to terminate the contract, without prejudice to any claim for damages

The Supervisory Body ensures that specific procedures have been adopted for informing all the Recipients, from the beginning of their relationship with the Company, in regard to the existence and content of this penalty system. In the event of breach of the norms contained in this Code of Ethics, the Supervisory Body, having carried out all appropriate investigations and assessments, ascertains the existence of said violations and proposes to the Board of Directors of the Company the adoption of suitable measures and the potential imposition of penalties.

The Company undertakes to provide for and impose, with coherence, impartiality and uniformity, sanctions proportional to the violations of the Code of Ethics and in accordance with the current provisions governing the employment relationship (CBA).

As regards the penalties resulting from the violation of the prescriptions of this Code of Ethics, the principles and rules provided for by the Disciplinary System shall apply as covered in the General Part of the Organisation, Management and Control Model adopted in pursuance of Legislative Decree No. 231/01 endorsed by Prometeia.


D. Prometeia Advisor SIM

The Company states that its subsidiary, Prometeia Advisor Sim, as an intermediary subject to the supervisory activity of Consob and Banca d’Italia, is subject - aside from this Code of Ethics - to its own internal Code of Conduct, its own specific organisational procedures and its own Organisation, Management and Control Model adopted in pursuance of Legislative Decree No. 231/2001.