Code of conduct

1. Overview

This policy describes the manner by which Bayview Italia Srl (referred to as “Bayview” or as the “Company”) manages the above subject matter. This policy is a guideline only. Circumstances may arise in which we find it necessary to take other steps not specifically designated here. We reserve the right to do so at our discretion.

2. Policy Statement

At Bayview Italia Srl we are committed to the highest standards of business and personal conduct. This document clarifies the responsibilities that Bayview and its employees have to each other, our clients, customers, vendors, partners and communities. You will not find every organizational rule, policy or standard here. You will, however, find the basic values and principles by which Bayview has chosen to govern itself. Bayview maintains the highest ethical standards in carrying out its activities. All employees are expected to act accordingly to our ethical principles.

Employees are encouraged to raise any questions or concerns about workplace behavior. Many improper actions are taken, not because of poor character or dishonest intentions, but because someone did not have the proper information, did not understand the information they had, or acted prompted by a desire to “just get things done.” Any employee, who in good faith seeks advice, raises a concern or reports improper behavior, is doing the right thing.

3. Ethical Conduct

Every organization depends on its good name to succeed. Bayview relies on its employees and business partners to consistently do the right thing in the right way, to maintain our good name. All employees must take a personal interest in and be responsible for protecting the organization’s good name by:

• Understand correct work behavior

Each employee must know the organization’s values, policies, procedures, and legal requirements that guide their conduct. If an employee does not know, he or she should ask before taking action.
Respect clients and the law in the workplace.
Each employee, supplier and contractor is expected to behave in a lawful, respectful way when doing business on behalf of the company.

• Question and/or report activities that appear to violate company values or the law.

Each employee should ask questions, raise concerns, and report conduct by employees, contractors, vendors, or customers that appears to violate company values or the law.

Employees are expected to engage in conduct that reflects good judgment and is based on high ethical principles when doing business on behalf of the company. As applied to our business lives, personal integrity is not limited to individual actions, but also includes a responsibility to assure action is taken to correct wrongdoing on the part of other employees whether they are staff, peers, or supervisors.

Each director, officer and employee owes a duty to the Company to act with integrity. Integrity requires, among other things, being ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
Each director, officer and employee must:

Act with integrity, including being ethical while still maintaining the confidentiality of information where required or consistent with the Company's policies.
Observe both the form and spirit of laws and governmental rules and regulations and accounting standards.
Adhere to a high standard of business ethics.
Accept no improper or undisclosed material personal benefits from third parties as a result of any transaction or transactions of the Company.

Compliance with this policy of employee ethics and conduct is the responsibility of every Bayview employee. Accordingly, if an employee is aware of, or receives information and evidence that another employee is or has been engaged in illegal or unethical activities, or conduct in the performance or his or her job duties which violates policy, the employee is obligated to reveal such information. Each employee should present the information and evidence to management or Human Resources in accordance with the Company Open Door Policy.

4. Ethics and Retaliation

Employees are assured that any information accurately and appropriately revealed to management will not jeopardize their position nor result in retaliation or retribution.

5. Conflict of interest

A “conflict of interest” arises when an individual's personal interest interferes or appears to interfere with the interests of the Company. The basic underlying principle with respect to conflicts of interest is that employees should avoid any activity, investment, or interest that might reflect unfavorably upon the integrity or good name of themselves or of the Company. Employees must not engage in any activity that is detrimental to the Company, deprives the Company of a legitimate benefit, or that improperly benefits the employee and/or the employee’s relatives, friends, or other businesses.

A conflict of interest is an obligation to, or relationship with, with any person or organization which competes or does business with the Company, or any other obligation that may affect an employee’s judgment or performance in fulfilling his or her responsibilities to the Company. A conflict of interest can arise when an employee benefits, or even appears to personally benefit, from any Company business arrangement. The appearance of a conflict can be just as damaging to reputations as an actual conflict of interest.

Supervisors or managers who perceive the existence of a conflict of interest shall not attempt to resolve the conflict or determine that the external benefits will not adversely affect the employer, but shall make a full disclosure of the facts, circumstances, relationships, and transactions to Human Resources.

Examples of potential conflicts of interest include, but are not limited to:

Any interest in or relationship with (including investments in, loans to or from, or any significant contractual relationship with) a supplier, customer, or competitor;
Accepting services or receiving payment from a supplier, customer, or competitor that personally benefits or appears to personally benefit the employee;
Employees whose duties bring them into contact with a supplier, customer, or competitor which employs a relative or someone with whom the employee has a significant personal relationship;
Employment or association of an employee outside of the Company with an organization that competes or does business with the Company (including, but not limited to, self-employment and providing services through, for example, a consulting agreement) without leadership approval.

All business decisions made by employees must be made solely in the Company’s best interests and without regard to personal gain. Where an actual or potential conflict of interest appears to exist, the employee must disclose the situation promptly to his/her manager or supervisor and to the Human Resources Department.

Failure to disclose an actual or potential conflict may result in corrective action up to and including termination of employment.

Human Resources will review the disclosure and, following consultation with management as appropriate will make a recommendation as to whether it is appropriate to consent to the activity, interest, or investment disclosed. Interpretation of this Policy and final determination on granting such consents will be made by the Vice President of Human Resources and General Counsel.

6. Confidentiality

In carrying out the Company's business, Subjects often learn confidential or protected information, including but not limited to business plans, client financial information, client lists, marketing strategies about the Company, its customers, suppliers, or joint venture parties. Subjects must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of our Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.