The Fondazione

Italian Legislative Decree no. 231/01 in the Fondazione Accademia Carrara

The Fondazione Accademia Carrara (hereinafter also the “Foundation”), in view of the introduction of regulations concerning the administrative responsibility of entities referred to in Italian Legislative Decree no. 231/2001, considering the type of activity it performs, has deemed it necessary to adapt its organisational structure to comply with the rules set out in the aforementioned decree.

Model 231 is an effective instrument for the prevention of illegal activities that may be carried out, in the interest or for the benefit of the Foundation, by top managers or by persons subject to their management and/or supervision.

To this end, although the adoption of the Model is optional and not mandatory under the law, the Fondazione Accademia Carrara has decided to base its organisational, management and monitoring tools on models designed to achieve the objectives provided for by the Decree, with a view to:

• raising awareness – in all those who work, in the name of and on behalf of the Foundation, in processes with activities that may be at risk – that in case of violation of the provisions set out in the Model, they will be liable to penal sanctions and that administrative penalties may be imposed upon the Foundation;
• reaffirming that such forms of unlawful conduct are strongly condemned, in so far as they are contrary both to the letter of the law and to the ethical principles by which the Foundation is inspired and by which it abides;
• allowing the Foundation, through monitoring of such areas as may be at risk, to intervene rapidly in order to prevent or combat risky behaviour.

1.Introduction
This Code intends to promote ethical values in the performance of corporate activities by collaborators of the Foundation, be they employees or collaborators in various capacities (jointly referred to as the “recipients” of this Code).

The principles laid out herein help assert the reputation of the Foundation and its recognition as a responsible and reliable entity.

The Foundation pursues the long-term development and growth of the Accademia Carrara through its service to users, its proximity to the local community, and a process of maintenance and, if possible, of expansion of its artistic assets.

The objectives of the Foundation are achieved, by all those who work in or for it, with loyalty, seriousness, honesty, competence, and transparency, in total compliance with all applicable laws and regulations. Verification of the achievement of its objectives is to be carried out using all possible forms of measurement.

The Code will be made available to third parties who receive assignments from the Foundation or who have long-term relationships with it. Its rules constitute an essential part of the contractual obligations of staff, in accordance with and for the purposes of Articles 21041 and 21052 of the Italian Civil Code.

The Foundation undertakes:

• to inform all recipients about the instructions and applications of the Code, requiring strict compliance;
• to prepare every possible instrument that might assist its full application;
• to ensure that it is observed, initially with regard to regulations and content in general and, subsequently, to individual measures, negotiations and the actual conduct of the recipients;
• to adopt measures to remove any effects caused by violations of the Code;
• to keep the provisions up to date, to reflect such requirements as may from time to time appear;
• to punish violations of the Code.

2.General principles

2.1 Objectives, mission, and principles
The Fondazione Accademia Carrara is a non-profit foundation and, as its Articles of Association state, it supports, forms, and disseminates expressions of culture and art.

In particular, the Foundation fosters the promotion and public enjoyment of the artistic, historical and cultural heritage of the Accademia Carrara and, in accordance with the inspiration of its original founder Count Giacomo Carrara, it intends to “promote the study of the fine arts in order to benefit the Nation and its People”.

The Foundation acts as an advanced research centre in the field of classical, historical, philological, and scientific studies concerning the figurative arts, interacting with cultural institutions, museums, academies, universities, and other organisations, in order to bring about synergy and cooperation in the field of high culture.

In carrying out its activities, it also assumes its responsibilities with regard to the community, inspired by the concept of solidarity and dialogue with all those concerned.

To this end, it maintains and develops an ongoing relationship with its stakeholders, seeking, where possible, to inform them and to involve them in the issues that concern them.

Lastly, the Foundation promotes social, economic and employment development in accordance with standards and rights that are internationally recognised in the field of the protection of fundamental rights, non-discrimination, protection of children, prohibition of forced labour, protection of trade union rights, health and safety at work, and working hours and pay.

To achieve its mission, the Fondazione Accademia Carrara adheres to certain general principles, such as:

• the centrality of the person
• compliance with the law
• transparency
• professionalism
• trust and collaboration
• correct management

These principles are the basis for the Foundation’s commitment to conduct that aims to maintain its solid, universally recognised reputation.

The recipients in turn act loyally, in good faith, with diligence, efficiency and correctness, basing their conduct on the concept of cooperation and mutual collaboration, respecting internal procedures.

The belief that one is acting in some way for the benefit of the Foundation does not justify any conduct that runs counter to the aforementioned principles.

2.2 Compliance with rules and regulations
The Fondazione Accademia Carrara undertakes to ensure that its employees, managers, administrators, collaborators, suppliers, and customers, as well as the staff and managers of other companies with which joint or coordinated activities are carried out, even temporarily, always respect the laws and regulations in force in Italy and in those countries with which the Foundation has cultural and economic relations, as well as with the organisational and procedural rules it adheres to.

In this sense, the Fondazione Accademia Carrara recognises that it has the task of providing a programme of continuous training and awareness-raising with regard to the regulations to which it is subject, as well as with regard to issues pertaining to the Code of Ethics, for all its employees and collaborators.

2.3 Confidentiality
The Foundation guarantees the confidentiality of the data and information that come into its possession and that, in accordance with agreements, cannot be transmitted to third parties and the disclosure of which might cause harm to its corporate interests.

The Foundation therefore prohibits its employees, including managers, members of its corporate bodies and collaborators from using confidential information for any purposes not connected to the exercise of their activities or to communicate or disclose it either inside or outside the Foundation.

2.4 Conflicts of interest
In order to respect the principle of correctness and transparency, as well as to ensure the confidence of the community and beneficiaries in its work, the Foundation makes sure that no recipients of this Code are in a position of real or even only potential conflict of interest.

Employees of the Foundation cannot enter into business deals or into any professional activities that might compete with the interests of the Foundation or with its objectives, as indicated in the Articles of Association and as referred to in this Code, unless expressly authorised to do so by the director.

Collaborators must, however, inform the Foundation if they perform any professional activities that converge with the interests of the Foundation and with its objectives, as indicated in its Articles of Association and as referred to in this Code.

It is the duty of all employees, collaborators and members of the corporate bodies of the Foundation to avoid and prevent the rise of any conflict of interest.

2.5 Environmental protection
The Fondazione Accademia Carrara takes into consideration environmental aspects, ensuring that all work is carried out in a manner that is compatible with the principles of sustainability.

It is also aware of the impact its activities may have on the social and economic development, and on the quality of life, of its local area. For this reason, it is committed to strict compliance with all environmental laws and regulations applicable to its sector, safeguarding the surrounding environment and contributing to the sustainable development of the territory.

2.6 Protection of copyright and industrial property rights
In carrying out its activities, the Foundation works to avoid any situation of conflict or infringement of copyright or industrial property rights held by third parties and calls upon all those who work in the interest of the Foundation to comply with all existing regulations to protect said rights.

2.7 Internal relationsThe Foundation recognises the value of its staff by protecting their physical and moral well-being and working to ensure the constant improvement of their technical and professional skills, and it works:

• to encourage the sharing of information, knowledge, experience, and professional skills both inside the Foundation and, where appropriate, also outside;
• to facilitate group work and a sense of shared objectives and attitudes that can lead to the creation of new value

The recipients of this Code interact with each other avoiding any discrimination based on age, state of health, sex, religion, race, or political or cultural opinions, and they base their conduct on respect for good manners.

The relationships between recipients are based on respect for others and for the work they carry out within the organisation.

3.Relations with the staff
The provisions, principles and obligations outlined in this paragraph refer to all the recipients of this Code, including the staff and managers of other companies with whom joint or coordinated activities are being carried out, even on a temporary basis.

• Personnel are hired in compliance with regular employment contracts, since no form of non-compliant or in any way irregular work relationship is permitted.
• The selection of personnel is subject to verification of the candidate’s full compliance with the professional profile required by the Foundation, in compliance with equal opportunities criteria, so that all members of staff can enjoy fair treatment based on merit. The Foundation adopts appropriate measures to avoid any form of favouritism, nepotism or cronyism during the selection and recruitment process.
• Every employee and collaborator must act loyally and in good faith, respecting all contractual obligations and ensuring the correct performance of the services requested.
• In the performance of their duties, members of staff must respect the law and ensure that their conduct and behaviour comply with the provisions of this Code.
• Employees must refrain from any behaviour and any decision that may directly or indirectly favour their own private interests.

3.1 Employment of undocumented workers
The Fondazione Accademia Carrara also considers as a mandatory principle the employment only of personnel who are fully compliant with applicable immigration laws. In consideration of the above, all recipients of this Code must:

• not make use of human resources that are not in full compliance with applicable provisions regarding residence permits;
• request all suppliers, who are called upon to provide services or work in compliance with the provisions and with the rules of the Foundation, to use only personnel who are in compliance with applicable provisions concerning residence permits.

3.2 Use of IT and ICT systems
The Foundation rules that the recipients of this Code are absolutely prohibited from altering in any way the functioning of any IT or ICT system or from intervening in any way, without prior authorisation, on data, information or programs contained in any such systems.
In particular, all employees and collaborators are required:

• to comply with all current regulations and with the terms of the licence agreements signed by the Foundation;
• to adopt correct and transparent behaviour when using any IT means or system;
• to refrain from any activity that may lead to the modification, suppression or fraudulent creation of public or private IT documents that might have evidentiary value and, in any case, to refrain from illegally accessing the Foundation’s IT or ICT system in order to modify or suppress data, documents or information stored therein;
• to refrain from engaging in any activity that might damage or interrupt a third-party IT or ICT system, whether public or private, and to refrain from introducing equipment, devices or computer programs that might damage or interrupt an IT or telecommunications system;
• not to access websites that are not related to their assigned duties, not to participate, for non-professional reasons, in forums, and not to use chat lines or bulletin boards;
• to avoid disclosing their password or PC access code;
• always to use only their own password and access code;
• not to make unauthorised copies of licensed programs for personal, business or third-party use.

3.3 Safety and hygiene in the workplace
The Foundation is committed to disseminating and consolidating a culture of safety, raising awareness of risks, promoting responsible behaviour by all members of staff, and working to preserve the health and safety of its personnel, especially by means of preventive actions.

The activities of the Foundation must always be carried out in full compliance with current laws on prevention and protection; management shall adopt advanced criteria for environmental protection and energy efficiency, pursuing the improvement of health and safety conditions in the workplace.

To achieve this, the Foundation undertakes to adopt technical and organisational measures concerning:

• the introduction of an integrated risk and security management system;
• the constant analysis of risks and of critical aspects in the processes and resources to be protected;
• the adoption of the best technologies to prevent the occurrence of risks relating to the safety and/or health of employees;
• ithe monitoring and updating of work methods;
• interventi formativi e di comunicazione.

4.Fundamental principles governing relations with private entities
As well as in its interactions, whether direct or indirect, with public administrations (see point 7), the Foundation undertakes to combat corruption in its relationships with companies and private entities.

To this end, the Fondazione Accademia Carrara has drafted a code of conduct to prevent corruption, identifying particularly sensitive activities within the various corporate processes, through which it would be possible for staff to allow it to occur.

The Fondazione Accademia Carrara does, however, reiterate that the following, which are given by way of example only and are by no means exhaustive, are prohibited:

• the simulation of fictitious expenses, higher than those actually incurred, in order to create hidden funds;
• the purchase of goods or services to be given to top managers of private companies or to persons under their direction or supervision, in order to obtain from them conduct that is disloyal and economically disadvantageous for the companies they represent;
• giving or promising money or other benefits to top managers, or to persons under their direction or supervision, in order to obtain from them an advantage for the Foundation, committing acts that violate the obligations of their office or of their obligation to be loyal, while causing damage to their company.

5.Relations with suppliers and contractors
In its relations with suppliers and subcontractors, the Foundation is inspired by the principles of legality, loyalty, and efficiency, and it establishes relationships with them with the highest degree of professionalism and mutual collaboration. The choice of suppliers and contractors is inspired by principles of objectivity, competence, value for money, transparency, and fairness, in compliance with its internal procedures.

To achieve this, the Foundation ensures that it:

• complies with all applicable laws and regulations;
• does not prevent any company that meets the requirements from competing to obtain part of the work or supply;
• selects suppliers and contractors and evaluates their offers on the basis of quality and the value for money of the services and products supplied, and on their technical and professional suitability, respect for the environment, and social commitment;
• conducts its business transactions in a transparent and fair manner, guaranteeing:
  1. scrupulous compliance with the minimum requirements that are set and requested for selecting parties that offer goods and/or services that the Foundation intends to acquire;
  2. criteria for the assessment of offers;
  3. that it will request and obtain all the necessary information concerning the commercial and professional reliability of suppliers, contractors, and partners.
• requests the cooperation of suppliers and contractors in order to satisfy the Foundation’s needs in terms of quality and delivery times, in compliance with rules that are freely agreed upon;
• maintains frank, open dialogue with suppliers and contractors, in keeping with good commercial practices;
• does not divulge any information that, by decision of the Foundation or on the basis of agreements with the supplier, must remain confidential.

6.Payments and revenues
The Foundation carries out its activities in full compliance with all applicable currency and anti-money-laundering regulations in the countries in which it operates and with the regulations laid down by the competent authorities.

To this end, employees and collaborators must avoid carrying out any transactions that may be suspicious in terms of correctness or transparency. In particular, employees and collaborators undertake to acquire prior information about their commercial counterparts in order to verify their respectability and the legitimacy of their activities; they also undertake to work in such a way as to avoid any involvement in operations that may be even only potentially suitable for laundering money from illegal or criminal activities, thus acting in full compliance with primary and secondary anti-money-laundering legislation.

To avoid making or receiving undue payments or suchlike, employees and collaborators must comply with the following principles, regarding documentation and record- keeping, in all their negotiations:

• All payments and other transfers made by, or in favour of, the Foundation shall be accurately and fully registered in the account books and statutory accounts;
• All payments shall be made solely to the recipients, for such activities as have been agreed by contract and/or approved by the Foundation;
• False, incomplete or misleading registrations must not be made, no hidden or unregistered funds may be set up, and no funds may be deposited in personal accounts or in accounts that do not belong to the Foundation;
• No unauthorised use of the Foundation’s funds or resources is permitted;
• No payment may be made in cash or by means of payment to the bearer.

7.Relations with public administrations

7.1 Integrity and independence in relationships
All relationships with persons who may be considered as public officials or representatives of public services must be held in full compliance with current laws and regulations. Such relationships therefore take place exclusively through persons who are duly authorised by the Foundation and who have no conflict of interest with regard to the representatives of the institutions.

7.2 Benefits and gifts
The Foundation condemns any conduct, by anyone, that involves the promise or offer, whether directly or indirectly, of gifts, presents or any type of benefit to Italian or foreign public officials and/or representatives of public services, or their relatives, from which any undue or illicit interest and/or advantage can be obtained for the Foundation.

The Fondazione Accademia Carrara does not accept any form of gift except those of a customary nature and of modest value, such that they cannot be construed as given in the expectation of undue favours. and that do not compromise the integrity, independence, and reputation of either of the two parties. In any case, this type of expense must be authorised and documented. With regard to representatives or employees of public administrations, it is forbidden to seek or establish personal relations of favour, influence, or interference that, directly or indirectly, might influence the effects of the relationship.

7.3 Management of requests to public administrations
In the context of any business negotiation, any request, or dealings with public administrations in Italy or abroad, no attempt should for any reason be made to illegitimately influence the decisions of public officials or of those responsible for public services, and certainly not in order to obtain any undue or illicit profit or advantage for the Foundation.

By way of example, though incomplete, the following actions shall not be undertaken, whether directly or indirectly:

• Considering or – in any way – offering employment and/or commercial opportunities that may benefit public officials and/or representatives of public services, or their relatives, and the like.
• Offering gifts, other than of modest entity and in compliance with approved Foundation procedures.
• Soliciting or obtaining confidential information that may compromise the integrity or the reputation of either party.
• Abusing one’s position or powers to induce or force someone to unduly promise money or other benefits to oneself or to others.

7.4 Funding, contributions, and grants
It is forbidden to use contributions, grants, or funds obtained from institutional founders, the state, any other public body, or from the European Union, for purposes other than those for which they were intended.

The Foundation condemns any action that aims to obtain from the State, from the European Union or from any other national and foreign public body, any type of contribution, funding, subsidised loan or other disbursement of similar nature, by means of declarations and/or documents altered or falsified for the purpose, or by omitting information or, more generally, by any form of artifice or deception, including those made using an IT or ICT system, with the intent of misleading the issuing body.

Designated employees need to pay the greatest attention to the meticulous registration and reporting of every document drafted by them and/or transmitted to the public administration and to public bodies in general.

8.Relations with sponsors and funders
In its dealings with sponsors and funders, the Foundation bases its conduct on the principle of maximum transparency and correctness. The Foundation is committed to respecting the privacy of sponsors and to managing funds received from them in accordance with their wishes. The Foundation also undertakes to provide each potential sponsor with full information about the Foundation and its activities.

The Foundation undertakes to respect the rights of donors, by:

• providing detailed information about the Foundation’s mission, and about how the funds will be used;
• providing information on the identity of members of the Board of Directors and ensuring that they are able to carry out their safeguarding role without any restrictions;
• providing the most up-to-date version of the financial statements;
• making sure that the funds are used for the intended purposes;
• offering funders the recognition owed them;
• ensuring that all information concerning donations is treated with full respect and confidentiality, in compliance with current legislation.

9.Operating procedures and accounting data
Members of the corporate bodies, executives and employees, as well as all those who have relations with the Foundation, are required to comply meticulously with the procedures governing the conduct of each operation/transaction, also in term of how financial resources are used. Each operation must be backed up by clear, adequate and complete documentation, which is to be kept in the records, so as to ensure that the motivations for and the characteristics of the operation, and the identities of all parties involved, can be checked at any time. The documentation of the basic facts of the operation, which are to be reported in the accounts, must be complete, clear, truthful, and accurate, and must be kept in the records for verification as and when required. It must also allow for the identification of those parties that intervened in their various capacities. The associated entry in the accounts must also fully reflect, in a complete, clear, truthful, and accurate manner, what is described in the supporting documents. In the case of economic and financial elements based on valuations, the entry must be made in full compliance with criteria of reasonableness and prudence, clearly illustrating, in the related documentation, the criteria that formed the basis for establishing the value of the asset. All those who carry out operations and/or transactions involving sums of money, goods, or other assets assessable in monetary terms that belong to the Foundation, must act with specific authorisation and, upon request, must provide valid evidence for full verification at any time. Each member of staff is responsible for the truthfulness, authenticity, and originality of the documentation and of the information provided while performing his or her tasks.

10.Drafting of corporate and accounting documents
The drafting of the financial statement and any other type of accounting documentation must comply with current laws and regulations, adopt the most advanced accounting practices and principles, and be inspired by the principle of transparency in relations with stakeholders, faithfully recording management data in a clear, truthful and correct manner, in compliance with internal procedures.

To this end:

Adequate supporting documentation must be kept on file for each operation, so as to allow for easy entry in the accounts, full reconstruction of the operation, and the identification of any responsibilities.

Similarly, the Foundation reaffirms that the financial statement must represent the Foundation’s economic, capital or financial situation in a manner that is truthful, clear and complete.

The directors must not prevent or in any way hinder monitoring activities by the board of auditors, shareholders, or auditing company.

The Board of Directors, executives, collaborators, and employees are required to keep the information and documents they acquire while performing their tasks confidential and not to use them for their own benefit.

11.Methods for disseminating the Code, monitoring and sanctions

11.1 Verification of irregularities
The present Code of Ethics and its future updates, when approved by the competent bodies, are made known to the members of the corporate bodies of the Foundation, to the executives and to employees by personal delivery to each one, with acknowledgment of receipt. Each member, executive and employee is obliged to comply with the provisions of this Code and, therefore, the conduct and activity of each member, executive and employee must comply with the principles it contains; no declarations of complete or partial ignorance of this Code will be admitted in the event of non-compliance with the same. The Foundation guarantees that no one will suffer retaliation, illicit treatment, inconvenience, or discrimination of any kind if they report any violation of this Code of Ethics or of its internal procedures. Following any report of irregularities, the Foundation will promptly perform such checks as may be necessary and will adopt disciplinary measures, including fines, and in cases of criminal relevance, it will report the event to the competent authority.

11.2 Sanctions
Violation of the principles set forth in the Code of Ethics jeopardises the relationship of trust between the Foundation and members of its corporate bodies, and constitutes grounds for revocation for just cause. Violation of the principles established in the Code of Ethics by executives and employees, consultants, collaborators in various capacities, clients, suppliers, and commercial and financial partners jeopardises the relationship of trust between them and the Foundation. For employees of the Foundation, violation of the rules of the Code of Ethics constitutes non-fulfilment of the primary obligations of their employment relationship or a disciplinary offence, and it leads to the adoption of proportionate disciplinary measures in relation to the severity, recidivism or degree of the misdeed, in compliance with the regulations set out in Art. 7 of the Statuto dei Lavoratori (workers’ statute), of the Italian national collective contracts applied to employees of the Foundation, and of the Sistema Disciplinare (disciplinary system) pursuant to Italian Legislative Decree no. 231/01, for any legal consequence, also with regard to the conservation of the employment relationship and compensation for damages. This Code of Ethics is approved by the Board of Directors of the Foundation. Each update of the same will be approved by the Board of Directors of the Foundation. As well as publishing its financial statements and annual report on the website, the Foundation undertakes to disclose information that may provide a full understanding of the activities carried out, possible effects for the community, and future programmes.