Code of Ethics

INDEX

1. Premise
2. The principles
2.1 Centrality of the individual
2.2 Integrity and sense of responsibility
2.3 Legality
2.4 Excellence of corporate performance
2.5 Protection of privacy
2.6 Prevention of conflict of interest
2.7 Use of corporate access to the internet
3. Rules of conduct
3.1 Shareholders
3.2 Employees
3.3 Customers
3.4 External suppliers and collaborators
3.5 Partners
3.6 Trade unions and political parties
3.7 Reference community
3.8 Specific provisions for executives
4. Prevention of corporate crimes
4.1 Corporate communications
4.2 Collaboration with auditing companies and supervisory bodies
5. Implementation of and compliance with the code of ethics
5.1 Communication and training
5.2 Reporting of stakeholders
5.3 Provisions and sanctions


1. Premise

Ventura S.p.A. is a company belonging to the ACI world, as it is the third travel company at the global level, able to combine perfectly local market knowledge with the strength of a global enterprise, also thanks to a flexible and effectively organised structure.

It offers its customers a full range of travel services, such as business travels and assignments, organisation of events, conferences, incentive travels, leisure travels and holidays thanks to the solid experience of four business units and a staff made up 301 specialists.

It has been operating on the Italian market since 1976, focusing in the management of business trips it developed over the years, following the evolution of markets and expanding its business areas, adding to business travel the organisation of events and fairs, the provision of services for Travel Agencies and the development of a leisure offer.

Between 2003 and 2007, with the entry of shareholders of the Automobile Club d’Italia (ACI) and BCD Travel, Venture S.p.A. consolidated its core business and added new areas, placing the foundations for launching towards its new objectives. In this context, the Ventura S.p.A. Code of ethics is born from the need to consolidate a set of rules of conduct, based on the fundamental values of ethics and morality, which regulate unambiguously the relations with its stakeholders, also in the framework of preventing the crimes set out in Legislative Decree 231/2001.

The publication of the Code of Ethics is aimed at spreading the principles and values that Ventura S.p.A. considers essential for the management of its activities.

2. The principles

With a belief in their intrinsic value and in the fact that ethics in business is also a condition for the company to be successful, Ventura S.p.A. is inspired by and recognises as its own some fundamental moral and ethical principles that are presented hereafter.

2.1 Centrality of the individual

Interpersonal relations, as well as employment relations between colleagues and collaborators, are based on reciprocal respect, with care not to hurt the dignity of people and not to exert any type of physical, verbal or psychological abuse.
Thus, Ventura S.p.A. does not tolerate intimidation or mobbing behaviour towards colleagues and collaborators, as well as pressure on individuals aimed at conditioning the behaviour and the work activities of individuals or groups of people.
needs of others, is held also towards all external contacts, with whom relations strive to be clear and correct.
The centrality of the individual, together with manifesting in the direction of mutual respect between all external contacts, entails also for Ventura S.p.A. a choice in relation to the policy of personnel development within the company: personnel is promoted based on its expertise, on its merit in a perspective of continuous improvement, and on the congruence between individual aspirations and corporate goals. Indeed, the possibility to grow professionally, although through training opportunities, constitutes for Ventura S.p.A. one of the ways to place the individual at the centre of its attention, together with its development, in the belief that the entire company will benefit from it.

2.2 Integrity and sense of responsibility

Ventura S.p.A. considers integrity one of its fundamental values, which means acting with honesty and sense of responsibility in relations that develop within and outside the company. Indeed, the pursuit of corporate objectives, the mission of everyone who works at Ventura S.p.A., through their activity, introduces the individual into a network of human and professional relations placed in a context of mutual dependency at the functional level, in which each one’s contribution involves everyone.
The synergy created can be only the result of the awareness of these relations, of the importance of the services provided to customers and of the consequent responsibility that each one must have for one's doings towards the company.

2.3 Legality

All those who collaborate with Ventura S.p.A. on various ground are asked to read the existing general or sector laws, and to keep a form of conduct in line with these. Directors, employees and collaborators operate in compliance with the law, and with corporate standards and procedures.
No complacency or tolerance will be shown towards occasional or structural forms of failure to follow the law, even if they were put in place for the benefit of the company itself.

2.4 Excellence of corporate performance

An important theme in relation to corporate social responsibility, upon which the Ventura S.p.A. Code of Ethics is inspired, is the commitment to ensure that corporate objectives are attained over time, through an adequate management and promotion of human resources and with the contribution of all interested parties.

2.5 Protection of privacy

Ventura S.p.A. pursues a firm policy for the protection of the privacy of data relating to all natural persons and legal entities with which it has set up collaborations.

2.6 Prevention of conflict of interest

All those who collaborate with Ventura S.p.A. on various grounds must strictly avoid any situation that might generate conflicts between one’s personal interests and the interests of the company. Everyone must avoid using one's position or corporate title to pursue personal or family interests, and furthermore must not show favouritism towards suppliers or partners from which one could gain an economic advantage.

2.7 Use of corporate access to the internet

Ventura S.p.A. commits to avoid that corporate access to the internet is used for reasons that are not strictly relating to work reasons, and, in particular, forbids its use to obtain or distribute pornographic material.

3. Rules of conduct

The Code of Ethics is a document that specifies the rights and duties of Stakeholders identified and that gathers all the reference rules of conduct.
The Code of Ethics has an internal component, which is directed at shareholders and employees, and an external component, which involves customers, suppliers, collaborators and the Public Administration.

3.1 Shareholders

Ventura S.p.A. has two Shareholders: Automobile Club d’Italia and BCD Travel Europe Holding B.V., market leader in the business travel sector.
The relation of Ventura S.p.A. with its shareholders strives towards correctness and transparency.

3.2 Employees

Ventura S.p.A. considers its personnel as a corporate asset that must be promoted and protected; it thus becomes one of the main Stakeholders to give special attention to. The Company, in order to provide its services, needs qualified, helpful and reliable personnel. Thus, Ventura S.p.A. pays particular attention to the personnel satisfaction and motivation, developing relations with its personnel that are based on loyalty and transparency, on correctness and honesty.
In its operating practices and standards, Ventura S.p.A. draws inspiration from ethical and moral principles, and formalises the rules of conduct present in its Code of Ethics based on these principles, to which collaborators must adhere while performing their professional activities.
Employees respect the principles of integrity, correctness, good faith and act independently and impartially, abstaining in the event of conflict of interests.
Employees do not use for private ends the information available to them through their work, nor do they share company information or documents to third parties, they avoid situations and behaviours that might hinder the correct fulfilment of their tasks or harm the interests or the image of the Company.

- Independence and equal opportunities in selection and personnel management
Ventura S.p.A. establishes the recruitment policies and performs the activity of personnel selection based on precise corporate needs. Candidates are selected based on their effective professional expertise, in line with the required profiles, without making any type of racial, ideological or other discrimination. Ventura S.p.A. also commits to avoid favouritisms, nepotism or facilitations both during selection and during recruitment.

The Company guarantees to its staff that the professional skills of each of them will be promoted and developed, through a policy that strives towards equal opportunities, not only during recruitment, but also in terms of pay, professional growth and training.

- Non discrimination
Ventura S.p.A. does not make discriminations towards its personnel due to race, colour, religion, sex, age, sexual orientation, nationality, invalidity or years of service, neither during the selection phase, nor during the assignment of professional tasks. The company implements this strategy at all levels of hierarchy.

- Legality and transparency in establishing employment relations
Ventura S.p.A. sets up the relations with its personnel according to the principles of transparency and legality and does not adopt any form of undeclared or irregular employment. When setting up employment relations, the Company provides each employee with precise information regarding the relevant national collective labour agreement (CCNL), the regulatory aspects, the corporate standards and rules. Ventura S.p.A. also provides precise instructions on the role covered by the worker and on the tasks he/she needs to undertake. Personnel is also informed with regard to the procedures adopted in the company concerning privacy, health and safety, and the Quality Management System.

- Health and safety
Ventura S.p.A. ensures to its personnel workplaces that are healthy and safe, in compliance with the existing standards, and implements and adequate periodic training on the matter, aimed at all workers and striving towards the prevention of accidents and injuries.

- Confidentiality
Employees must know and apply the standards set up by Ventura S.p.A. to guarantee the safety, integrity, confidentiality and availability of information.

Every employee must refrain from sharing data or information he/she might hold while conducting its work duties. He/she must also implement all the necessary measures to protect the company's data both in electronic and in paper form.

- Protection of corporate assets
All personnel must use the corporate assets he/she is responsible for with the maximum care and diligence; it is therefore forbidden to make an improper use of corporate assets that could damage work efficiency.

The use of informatics tools must comply with the relevant internal procedures, in compliance with corporate goals and legal requirements.

In particular, it is not allowed to use emails to send indecorous or offensive message and any messages that might harm the company's image. Access to the internet must take place respecting decorum and legality, and in compliance with corporate procedures.

- Workplace
Every employee must look after the workplace (furnishings, communal spaces, ....) and protect its healthiness while respecting the people working there.

- Gifts and presents
Ventura S.p.A. personnel cannot accept under any circumstance any goods, gifts, economic offers, etc. from suppliers, customers and/or commercial organisations and more in general from all subjects with whom it comes in contact during its work activity.

Only objects with a modest market value can be accepted, and/or objects of a promotional nature.

Furthermore, the Company does not allow that gifts or goods are offered to its suppliers, to officials or employees of the Public Administration or to other contacts that might generate potential interpretations of favouritism or patronage, with the exception of objects with modest market value or promotional objects.

- Participation in associations and organisations
Employees must promptly inform the Senior Management if they become members of associations or organisations, regardless of their reserved character or not, whose sphere of interest is involved in or could interfere with performing one’s office activities.

- Obligation to abstain
Employees must abstain from participating in the adoption of decisions or in activities that could involve personal interests, or interests of their relatives up to fourth grade, or of partners; of individuals or organisation with which they or their partner have a pending lawsuit or serious enmity or credit or debit relations; of individuals or organisations of which they are tutors, curators, attorneys or agents; of entities, associations (also not recognised), committees, companies or facilities of which they are directors, managers or executive.

- Prevention of Corruption
Employees respect the necessary measures for the prevention of offences by the Company. In particular, employees respect the requirements set out in the Plan for the Prevention of Corruption, collaborate with the Prevention of Corruption Manager and, without prejudice to the obligation of reporting to the judiciary, inform their line manager, who reports to the Prevention of Corruption Manager, of any offence situations in the administration of which they have become aware, or inform the Prevention of Corruption Manager directly.

The recipient of the reporting specified in the previous paragraph adopts every legal caution in order that the anonymity of the reporter is protected and his/her identity is incorrectly discovered. In the context of a disciplinary procedure, the identity of the reporter cannot be revealed without his/her consent, as long as the notification of disciplinary fault is based on separate and further investigations compared to the reporting.

- Transparency and traceability
Employees guarantee the fulfilment of the transparency obligations set out by the public administrations according to the existing regulatory provisions, providing maximum collaboration in the elaboration, sourcing and communication of the data that must be published on the Company's website in the section “Transparent administration”.

3.3 Customers

Customers are defined as all the people, firms, companies, entities to which Ventura S.p.A. proposes or issues services in the context of its activities.
The customers of Ventura S.p.A. can be either Public Entities or Companies that operate in the field of transportation.

Reliability and safety are the keywords that convey the relation of Ventura S.p.A. with its customers, to whatever category they might belong.

- Customer care and protection
Internal expertise and behaviour must be aimed at implementing travelling services with coherence and availability at every hierarchical level.

Ventura S.p.A. channels all its professional expertise to the service and protection of its customers, paying also attention to the end user.

- Relations with the market
Ventura S.p.A. has been operating in its market for years; it thus has a consolidated image and is a precise reference especially for Public Entities that intend to use the Company's services.
Therefore, because it believes in continuous improvement, Ventura S.p.A. is constantly involved in communicating with and informing its customers, in order to maintain close ties with them.

The Company provides its customers with the added value deriving from the reporting relative to the services provided.
The promptness and timeliness of this reporting provided to client companies constitute a strong incentive to improvement from a customer satisfaction perspective and in terms of cost reduction.

Ventura S.p.A. implements all the necessary systems in order to face the needs of its market by informatics means, continuous training of personnel, the writing and updating of procedures, the drafting of contracts that are increasingly precise and accurate, the creation of partnerships.

- Correctness in commercial relations
Every commercial relation with public or private entities is based first and foremost on the respect of the law and of commercial fairness.

No Ventura S.p.A. employee or collaborator must provide or request confidential information or create situations that could result in the impairment of the integrity and/or of the reputation of one or both parties.

3.4 External suppliers and collaborators

The supply phases are governed within Ventura S.p.A. by specific protocols that define purchasing responsibilities, authorisations and procedures. Relations with its suppliers are based on the principles of equal opportunities, transparency and mutual respect in order to allow a valid collaboration to take place.

The synergy with suppliers leads Ventura S.p.A. to obtain supply levels that are always adequate and aimed at preventing any critical issues.

In particular, external collaborators must read the standards and procedures in place within Ventura S.p.A. and strictly comply with these.

3.5 Partners

Partners are defined as all those subjects connected to Ventura S.p.A. by a professional collaboration relation.

The partnership initiatives promoted by the Company are based on the sharing of the principles contained in this Code of Ethics. They are also regulated by clear and transparent declarations of intent that establish the will of the parties in a fair and correct way.

3.6 Trade unions and political parties

Ventura S.p.A. does not make favouritisms of a political nature and does not contribute to the funding of political parties or of committees, public and trade union organisations or political candidates.

3.7 Reference community

- Sponsoring
Were Ventura S.p.A. to sponsor initiatives and/or events in the different reference sectors for its activities, it will follow all legal and ethical guidelines.

3.8 Specific provisions for executives

Executives perform with diligence the functions assigned to them based on the conferment of their mandate, they pursue the objectives assigned and adopt an adequate organisational behaviour to fulfil their mandate, ensuring compliance, among others, with the contractual obligations (National Collective Labour Agreement) pertaining to executives.

Executives, before taking on their functions, inform the Board of Directors of any shareholdings or other financial interests that might place them in conflict of interests with the interests of the Company. They provide information on their financial position and the yearly declaration of incomes subject to income tax for natural persons as contemplated by law.

Executives behave in a fair and transparent manner and adopt an exemplary and impartial conduct in relations with colleagues and collaborators.

4. Prevention of corporate crimes

4.1 Corporate communications

Ventura S.p.A. ensures its corporate communications (financial statements, reports and other corporate communications contemplated by law and directed to shareholders or to the public) are performed correctly and truthfully, in compliance with the law and preserving the interests of stakeholders. To such end, directors and statutory auditors are forbidden, with the intention of deceiving shareholders or the public and in order to attain an unjust profit for themselves or others, from:

- relating material facts that do not correspond to the truth (also if under assessment);
- omit information whose communication is required by law, regarding the economic and financial standing of the company or of the group the company belongs to.

4.2 Collaboration with auditing companies and supervisory bodies

Ventura S.p.A. firmly believes in the need to build relations with auditing companies and other supervisory bodies (which perform activities of control/ auditing legally assigned to shareholders, to other corporate bodies or to auditing companies) based on loyalty, compliance with the law and mutual collaboration in order to ensure the respect of stakeholder interests and ensure the correct and completed performance of the control and auditing activities.

To such end, it is forbidden:

- For a Director to hide documents or use other means directed at impeding or hindering the performance of control or auditing activities legally assigned to shareholders, to other corporate bodies or to auditing companies;
- For Employees to collaborate with any unlawful act of the person in charge of auditing aimed at making false statements or hide information regarding the economic and financial standing of the company.

5. Implementation of and compliance with the code of ethics

5.1 Communication and training

The Code of Ethics is brought to the attention of internal and external stakeholders through the following specific communication activities:

- the dissemination of the Code among all Ventura S.p.A. employees;
- the formal declaration of being bound by the Code of Ethics from a disciplinary perspective for all employees, through internal memorandum and the display of the memorandum where corporate activity takes place, in a location that is accessible to everybody;
- the setup of section in the corporate Intranet dedicated to it;
- the addition in all contracts of an introductory note relating to the adoption of the Code;
- the publication of the code on the Ventura S.p.A. website;
- the addition of termination clauses written in supply or collaboration contracts that make explicit reference to the provisions of the Code of Ethics.

5.2 Reporting of stakeholders

All stakeholders of Ventura S.p.A. can report, in writing and in non-anonymous form, any violation or suspected violation of the Code of Ethics to the Supervisory Board pursuant to Legislative Decree 231/2001, which sees to verifying the reporting, listening if necessary to the author and the person responsible for the presumed violation.

5.3 Provisions and sanctions

Were the principles expressed in this Code of Ethics not to be respected by the Company’s Administration and Management Bodies, these would need to answer about it directly to the Board of Directors.

Were the principles expressed in this Code of Ethics not to be respected by Employees, disciplinary procedures will be enforced based on what set out in the Collective Labour Agreement.