Code of Ethics - GM International

Section I – introduction

GM International Srl is an international freight forwarder, a third-party logistics operator and a certified customs operator.

GM International Srl mission is to guarantee a service, which is tailored to the very specific characteristics of international shipping and handling of customs authorizations.

GM International Srl starting point, which defines our vision and future actions, is made of staff high-level training, communication and focus on customers’ requests.

GM International Srl has an integrated certified quality system: UNI ENI ISO 9001:2015, GDP (Good Distribution Practice) and UNIPDR 125 for gender equality.

Addressees and scope of application of the Code of Ethics

GM International Srl adopts this Code of Ethics (Code), which defines the behavioural principles all Board members, employees, people or companies operating on behalf of GM International Srl and stakeholders must comply.

All the above mentioned are collectively defined as “Addressees”.

The Code has been approved by the Single Administrator of GM International Srl, and is brought to the attention of all the Consignees, by means of its publication on the company website www.gminternational.net and it’s fully downloadable for free.

Compliance to the Code is an integral part of the Addressees’ contractual obligations.

Based on the evolution of the Law and international practices and the know-how of GM International Srl on the application of this code, the latter is subject to periodical audit by the Single Administrator together with the company CFO and HSE Manager.

The company approach is fostering and embracing any constructive contribution to the Code’s contents, no matter if they are coming from inside or outside the company. The golden rule is not to establish or continue business with anyone who explicitly refuses to comply to the principles of this Code.

Please note that the Code is to be considered, for all purposes, an integral part of the Integrated Management System (IMS) adopted by GM International Srl, which is committed to its continuous implementation and updating. Furthermore, it forms the basis of the Organizational Model (MOG) pursuant to Legislative Decree 231/01, which GM International Srl has implemented.

Section II – implementation procedures

Art.1 – adoption and update

The Code has been updated and adopted following the Single Administrator decision on 5^th May 2023, it aims at providing full consistency between the guiding values adopted as fundamental principles by GM International Srl and the conduct to be observed as established in the Code of Ethics.

Art.2 – The Code and IMS (Integrated Management System)

GM International Srl Integrated Management System (covering Quality, GDP, gender equality, and corporate sustainability) complies with the requirements of the relevant standards; the Code of Ethics serves as a cross-cutting element of the system and is also integrated with the Organization and Management Model (MOG) pursuant to Legislative Decree 231/01.

In this regard:

the Code of Ethics has been voluntarily adopted by GM International Srl and embodies the values and behavioural principles the company upholds and requires all relevant parties to observe, serving as the primary tool for preventing any criminal offenses;
the Integrated Management System (Quality, GDP, gender equality, and corporate sustainability) and the MOG (Legislative Decree 231/01)—which is inspired by the principles of the Code of Ethics—meet specific regulatory requirements;

GM International Srl strives for continuous operational and procedural improvement to enhance the effectiveness and efficiency of corporate management, ensuring the timely and punctual fulfilment of requests from all customers and users.

Section III – general principles

Art.3 – Values

Any action, operation, transaction and behaviour of the addressees during the exercise of their functions must be based on the highest integrity, honesty, correctness, loyalty, transparency, equity, fairness as well as other people respect and respectful use of corporate, environmental and social resources.

The common goal of all the addressees of this Code must be the development of the sense of belonging to GM International Srl and improvement of the company reputation.

Art.4 – Integrity, honesty, fairness and loyalty

In order to respect the values of integrity, honesty, fairness and loyalty, the executive and financial management of GM International Srl must be committed to:

Promote and ask the respect all the internal procedures and the Laws to employees, collaborators, suppliers, and any other stakeholder of the company;
Strictly respect the current anti-money laundering regulations, thus refusing any suspicious transaction, in terms of fairness and transparency;
Promote at all levels practices to prevent local, national, and transnational corruption phenomena;
Ensure and promote within the organization the observance of all the laws and organizational rules related to the MOG (Dlgs 231/01) and IMS;
Register every operation and transaction only if supported by suitable documentation, so that at any time it is possible to check the origin and characteristics and the person who authorized, registered, verified the operation. As a consequence, employees and/or collaborators must handle every accounting entry in an accurate, timely and complete way; they must also comply to the civil and tax regulations as well as to the internal accounting procedures. Every accounting entry must fully respect the data of the documentation, which must be carefully archived so that it can be used in case of audits. The reliability of business transactions and their accurate, timely recording—enabling a retrospective reconstruction of the company’s overall situation—represent one of the objectives consistently pursued by GM International Srl
Avoid, inside the company, the creation of groups of three or more people who specifically aim at promoting a conduct that is unlawful under the regulations
Ensure gender equality behaviours (no equivocal postures, no harassment can be tolerated)

Art.5 – Equity, Fairness and People safeguard

GM International Srl indispensable value is the protection of personal safety, freedom, and individual personality.

In order to guarantee the full respect of each and every person, GM International Srl is committed to:

Create a work environment which is instrumental to employees’ psyco-physical integrity, health, and personal respect
Checking that all activities carried out on its behalf are based on risk prevention and the protection of the health and safety of workers and third parties

Moreover, respecting the values of equity and fairness means that GM International Srl is committed to

Avoid any kind of discrimination based on ethnical origin, nationality, gender, age, disability, political or religion choices
Do not tolerate any sexual, physical nor psychological harassment, in whatever form and context they manifest.

Every relationship must be hold according to the principles of civil coexistence with mutual respect for the rights and freedom of individuals. Any behaviour, aimed at violating personal dignity or creating an intimidating, hostile, degrading, humiliating, or offensive environment, must be inhibited.

Art.6 – Gender equality

GM International Srl guarantees equal dignity and equal opportunities for all people regardless of their country of origin, culture, religion, gender, political opinions and any other personal characteristics.

The gender equality policy begins with the gradual yet rigorous reduction of pay and career advancement disparities that may have arisen over the company’s long history.

GM International Srl strongly believes that diversity and plurality are the source of new and innovative ideas, which may help creating a more sustainable society. That’s why GM International Srl is willing to create a stimulating and open work environment, offering stimulating career paths to each and every person, thus enhancing innovation.

GM International Srl daily commitment is:

Spreading diversity and equal opportunity culture among its employees and collaborators, ensuring that everybody is always treated with dignity, respect and equity;
Creating a welcoming work environment, where there’s no room for any direct or indirect discrimination nor any harmful behaviour based on personal, social, political or cultural diversity;
Continuously monitoring the situation in order to set the most appropriate, timely, and effective actions to reach the goals of this document;
Choosing the appropriate HR policies, which guarantee equity throughout the entire career path, from staff selection to task assignment, from career management to jobs’ evaluation, from salary definition to termination of employment;
Adopting internal and external communication policies fostering gender equality, valuing diversity and supporting women empowerment;
Promoting the value of a good work-life balance, by the means of parenting initiatives or other care-giving programs;
Defining strict rules to prevent any physical, verbal or digital abuse in the workplace

External parties, collaborators, clients, and suppliers interacting with GM International Srl are also required to uphold the principles of gender equality; inappropriate behaviour, harassment (including verbal harassment), and the like will not be tolerated.

Art.7 – Transparency and confidentiality

The principle of transparency and confidentiality means that GM International Srl is committed to:

Spread true, complete, transparent and comprehensible information
Protect the confidentiality of information and data handled by Consignees. Members of administrative and control boards as well as employees and collaborators must be fully aware that they are forbidden to buy or sell – including through an intermediary – using internal confidential information, in other words they are forbidden any insider trading activity
Put confidentiality as a foundation of GM International Srl business activity and that confidentiality is foundational to the company reputation and the trust of customers, suppliers and stakeholders.
Employees and/or collaborators of GM International Srl are required to strictly adhere to this principle, even after the termination of their employment or collaboration, regardless of how such termination occurred. Consequently, it is expressly prohibited to disclose, disseminate, or make improper use of confidential data, information, or details concerning third parties with whom GM International Srl maintains, or is about to establish, business relations. Personal data may be disclosed only to those who have a genuine need to know such information in order to perform their specific duties. Any party dealing with GM International Srl must avoid the unauthorized disclosure or dissemination of such data and/or information.

It is therefore prohibited:

presenting material facts that are untrue—even if they are the subject of assessments—or omitting information the disclosure of which is required by law, in annual financial statements, reviews or in any other corporate document required by law. This prohibition regards any information about GM International Srl financial, economic and asset position (including goods which are hold or managed by GM International Srl on behalf of third parties), which is issued to mislead the recipients, thus creating potential economic loss to shareholders and creditors, or which is produce to deceive shareholders or other recipients and get unjust profit for oneself or for others.
hiding documents or, by means of cheating, putting obstacles to control activities, which are defined by the law and are part of the shareholders’ legal rights.

Addressees, who become aware of such omissions, falsifications, or negligence regarding the accounting records or the documentation upon which those accounting entries are based, are required to inform GM International Srl Directors

Art.8 – Liability

Liability is a key value for GM International Srl, and it must materialize by the following:

Activities must be inspired by sound and prudent management principles, in order to build solid, reliable, transparent company, which is open to innovation and able to match the customers’ evolving needs. A company following the Directors’ vision, vowed to the best management and development of human resources and to the most efficient organization
Activities must pursue corporate business goals within the limits of laws and rules. Fair and straightforward behaviours must be maintained towards competitors, who must be seen as a positive benchmark towards continuous improvement of the quality of GM International Srl offer.
Activities must protect the company’s reputation and assets
Actions and behaviours must strive for good balance between the economic results and environment protection, not only by respecting the law, but also taking inspiration from best practices
Supporting social and economic growth of the area where GM International Srl is operating, by means of cultural or sports initiatives and support for disadvantaged groups
Gender equality must always be supported: equal dignity and equal opportunities must be given to everybody, notwithstanding with the country of origin, culture, religion, gender, nor sexual, political or religion choices

Art. 9 – Management of issues concerning negligent offenses related to workplace safety

GM International Srl follows fundamental principles to take decision – at all level -about workplace health and safety.

Those principles can be summarized as follows:

Avoid risks
Evaluate risks, which cannot be avoided
Prevent hazards at the source
Jobs must be fitted to the person, as far as the workplace is concerned, this means that good care must be taken when choosing equipment and work methods, so to reduce monotonous and repetitive work and the impact of it on people’s health.
Be aware of tech innovations
Replace what is dangerous, with something less dangerous or not dangerous at all
Schedule prevention activities by integrating work organization and conditions, social relationship and workplace environment
Collective protection measures are above individual protection measures
Workers must be adequately trained

The above-mentioned principles are used by the company when taking decisions on the protection of workers’ safety and health, including activities for the prevention of occupational risks, information and training, as well as the establishment of the necessary organization and resources.

Everyone in GM International Srl organization must adhere to these principles, when making decisions making choices or implementing them.

Art. 10 – Management of business operations in relation to environmental offenses

The Company is committed to environment protection and one of its targets is the continuous improvement of its environmental performance.

We are committed to:

Respecting national and European laws on environmental protection
Preventing pollution
Raising awareness among shareholders, employees and collaborators about environmental issues
Planning activities which minimize environmental impacts deriving from design choices made in the past

Therefore, the addressees of this Code are required to observe the following conduct:

except in permitted cases, do not kill, capture, or hold specimens belonging to protected wild animal species;
except in permitted cases, do not destroy, remove, or hold specimens belonging to protected wild plant species;
except in permitted cases, do not destroy a habitat within a protected site or otherwise deteriorate it in a way that compromises its conservation status;
do not discharge industrial wastewater without authorization, or after such authorization has been suspended or revoked;
do not engage in waste collection, transport, recovery, disposal, trading, or brokerage activities without the required authorization;
do not cause pollution of soil, subsoil, surface water, or groundwater by exceeding risk threshold concentrations and, where applicable, fail to carry out remediation;
when preparing a waste analysis certificate, provide accurate information regarding the nature, composition, and physicochemical characteristics of the waste in question;
do not engage in illicit waste trafficking;
do not exceed air quality emission limit values established by authorizations, requirements, and applicable regulations;
do not import, export, transport, hold, use for profit, purchase, sell, display, or hold for sale or commercial purposes specimens listed in EC Regulation No. 338/97 without the required certifications or licenses, or in violation thereof; do not offer for sale or otherwise transfer said specimens without the required documentation;
do not hold live specimens of wild mammal and reptile species, or live specimens of mammals and reptiles resulting from captive breeding, that pose a danger to public health and safety.

Section IV – rules of conduct

Art.11 – Staff Relations

GM International Srl believes that its staff is a fundamental and indispensable element of the development of the company and it therefore promotes and maintains with shareholders, employees and collaborators, strong relationships based on common trust

GM International Srl is committed to giving everyone’s capacities and legitimate aspirations the opportunity to achieve full realization, while working towards the company’s goals

Every department of GM International, must work towards this goal, above all the HR department.

GM International Srl is committed to offering equal job and career opportunities to all employees, in accordance with their skills and professional qualifications, with no discrimination nor any form of nepotism or favouritism. This is why GM International Srl doesn’t tolerate any kind of harassment in job relationships, including the creation of a hostile workplace towards one single person or groups or unjustified interference with the work of others or blocks to others’ professional aspirations

The staff is hired uniquely with legal and regular employment contract, any form of irregular work is not tolerated

Art.12: Staff duties

Managers, employees and collaborators must comply with what is inside this Code. Specifically, they are committed to diligently and faithfully comply with the following:

Any situation or personal business, which may lead to conflict of interest with the company or which may interfere with the capacity of making fair decisions about the best interest of GM International Srl must be avoided

We acknowledge and respect the right of each employee or collaborator to take part in businesses or investments other than those with GM International Srl, provided that they are allowed by the law and the contractual provisions and provided that they are compatible with the obligations assumed as shareholders, employees, or collaborators. Should a conflict of interest arise, this must be timely communicated by the employee, shareholder or collaborator to their supervisor or company contact person and to the board responsible of overseeing the Code of Ethics. Shareholders, employees and collaborators are asked to avoid conflicts of interest between their personal or family businesses and their job and tasks with GM International Srl (for instance: holding senior management positions (Chief Executive Officer, board member, head of a function, etc.) or having economic or financial interests in suppliers, customers, competitors, or business partners of GM International Srl)

Staff members are prohibited from accepting – directly or indirectly – money, gifts, goods, services, or favours related to their relationship with third parties GM International Srl is making business with, so that they can influence decisions, with a view to obtaining more favourable treatment or undue benefits, or for any other purpose;

Requests or offers of money or gifts or favours (with the exception of gifts of symbolic value directly attributable to normal interpersonal relationships) coming from people working inside GM International Srl or from people as mentioned above, must be immediately communicated to supervisors and to the to the STEERING COMMITTEE.

Everyone is required to act diligently to protect company assets, to a wise and responsible use of the given resources in order not to damage them or reduce their efficiency. Misuse for unauthorized personal use or against the interest of GM International Srl is not tolerated

Art.14 – Relationship with political and trade unions organizations

Transparency, independence and integrity principles also apply to relationships between the relevant corporate functions and the political and trade union organizations. Those relationships are aimed at fostering constructive dialogue, with no discrimination nor differential treatment.

Relationship with political and trade unions organizations are managed by the relevant corporate functions which are expressly authorized by GM International Srl

Any contributions must, in any case, be approved and disbursed in accordance with applicable regulations and be adequately recorded and documented.

The participation of individuals subject to the Code of Ethics in political organizations on a personal basis must take place outside working hours, without any connection to their role at GM International Srl, and in compliance with applicable regulations.

Art.14 – Conduct of Corporate Bodies

Corporate Bodies, being aware of their responsibility, are required to comply with the law, the current regulations, the company bylaws and the prescriptions and principles of this Code of Ethics. All the members are required the following:

Conduct a behaviour inspired by autonomy, independence, fairness with public institutions, private entities, business associations, political parties and any other national or international subject;
Conduct a behaviour inspired by integrity, loyalty and responsibility;
Guarantee a diligent and responsible participation in the meetings and activities of the corporate bodies;
Assess situations involving conflicts of interest or the incompatibility of functions, roles, or positions—whether external or internal to GM International Srl and to refrain from performing acts in situations of conflict of interest in the course of their duties;
to make confidential use of information acquired by virtue of their office, refraining from exploiting their position to obtain personal advantages, whether direct or indirect;
to submit to the Assembly, in relation to a specific agenda, only documents and records that are authentic, complete, and unaltered.

Art. 15 – Relationships with Customers and Suppliers

GM International Srl demonstrates a constant commitment to the quality of customer relationships and their continuous improvement, as this is a prerequisite for the company’s value creation and distribution process. Indeed, customers are an integral part of GM International Sarl’s corporate assets.

In the relationships with customers every Addressee of this Code represents GM International Srl

That’s why attendees are required to act towards customers with professionalism, competence, helpfulness, integrity, courtesy, and transparency. Outstanding elements of the relationship between GM International Srl and its customers are excellent quality and the ability to provide timely and professional feedbacks to customers’ requests.

Personal behaviours must always be based on the respect of all the rules related to a proper management of industry and commerce, avoiding any fraudulent or illegal conducts as well as actions which violate copyright rules.

To safeguard GM International Srl reputation – built on the commitment, dedication, and professionalism of its staff – it is mandatory that relationships with customers are characterized by

Full transparency and fairness, in order to create a strong relationship where customers can fully understand the features and the value of offered services
accurate identification of the clients’ risk profile, that is the starting point to offer services in line with customers’ expectations
high-level quality standards in services and customer satisfaction maximization
periodic monitoring customers’ satisfaction and loyalty KPIs
avoiding any discrimination based on country of origin, religion or gender
timely answering to customer’s complaints, aiming at a substantial solution of controversies
pricing policy in line with the quality of the offer
commitment in making services and information accessible to disabled persons, removing possible barriers
respect of the law, mainly provisions regarding anti-money laundering, as well as the fight against the receiving of stolen goods and the use of money, assets, or benefits of illicit origin;
independence from any improper conditioning, both internal and external

Furthermore, when initiating business relationships with new clients and managing existing ones, it is necessary—taking into account the available information—to avoid:

Having direct or indirect relationships with subjects who are known or alleged as involved on illegal businesses, mainly in arms and drug trafficking, money laundering, and terrorism, and, in any case, with persons lacking the necessary standards of professional integrity and commercial reliability;
Financing activities which scope is the production or selling of highly polluting products or products that are hazardous to the environment and health
Having financial relationships with entities, which – even indirectly – limit personal development or contribute to violate the fundamental rights of each person
Violating copyright laws

Principles applying to the relationships with customers, must as well define business relationships between GM International Srl and its suppliers, based on fairness and transparency. Specifically, the following are covered:

Common standards in customers selection and management, that guarantee equal dignity and opportunities. When evaluating suppliers, fair and transparent assessments on their professionalism and business model are taken in account as well as the quality and price of their offer, the value of their services and delivery. We also evaluate their presence and trust in the marketplace, their ability to meet the confidentiality obligations imposed by the nature of the service offered, as well as social responsibility criteria and their compatibility and suitability regarding the size and needs of GM International Srl;
Criteria and KPI on delivered services and goods
supply contracts based on fairness, particularly regarding payment terms and the burden of administrative requirements.

Adherence to the aforementioned principles is ensured through the adoption of and compliance with internal procedures regarding procurement and supplier selection.

Suppliers are encouraged to conduct their business in accordance with standards of conduct consistent with those set out in the Code. In particular, they must demonstrate business integrity, respect their workers’ rights, invest in quality, and manage environmental and social impacts responsibly.

Art.16 – Relationship with Stakeholders

It is a priority for GM International Srl to leverage the contribution of its stakeholders.

In keeping with its core values, and with the aim of strengthening enduring and ongoing relationships, GM International Srl guarantees its stakeholders:

timely and transparent communication regarding the implementation of GM International Srl strategies and its results, in order to provide clear, complete, and accurate information;
equal access to information—as outlined in the preceding point—and the highest level of consistent attention to all stakeholders, without discrimination or preferential treatment.

Art.17 – Relationship with Public Administration

GM International identifies and defines communication channels with various Public Administration interlocutors at regional, national and international level. Conversations are also held with Private partners holding a public service concession.

In particular, the undertaking of commitments vis-à-vis the Public Administration is reserved for the corporate functions specifically designated and authorized to do so; these functions are required to carry out their duties with integrity, independence, and fairness. Such relationships are also characterized by the utmost cooperation, avoiding any action or attitude that could be interpreted as an attempt to improperly influence decisions.

With regard to relations with the Public Administration, recipients are prohibited from promising or offering gifts (whether in the form of cash or goods), benefits, or other advantages to Public Officials, persons charged with a public service, or Public Administration employees in general, for the purpose of promoting or favouring the interests of GM International Srl when undertaking commitments and/or managing relationships of any kind with the Public Administration (for example, during the execution and performance of contracts, the awarding and management of authorizations, inspection or control activities, or within the scope of judicial proceedings, etc.).

In particular, it is prohibited to:

offer the aforementioned individuals—including during holiday periods—gifts, with the exception of items of symbolic value directly attributable to standard business courtesies;
opportunistically consider or propose employment opportunities for Public Administration employees (or their relatives or in-laws) and/or commercial opportunities of any other kind that could unduly benefit them, outside of the ordinary treatment afforded to customers;
provide, promise to provide, solicit, or obtain confidential information and/or documents, or any information/documents capable of compromising the integrity or reputation of either or both parties;
favour suppliers and sub-suppliers during procurement processes solely because they were recommended by Public Administration employees as a condition for the subsequent performance of activities; …omitting required information in order to unduly influence decisions made by the Public Administration in one’s own favour or that of one’s clients.

Anyone receiving explicit or implicit requests, or offers of benefits of any kind, from Public Officials or persons charged with a public service must immediately report the matter to their superior or company contact person.

Art.18 – Relationship with Mass Media

Communications between GM International Srl and whichever mass media must complain the corporate policies and goals.

Relationship with press and any other medium are to be hold uniquely by the relevant offices within the Company

Art.19 – Relationship with competitors

GM International Srl and all the people working for it are due to the utmost observance of the law regarding protection of competition and the market in any jurisdiction.

No employee must be involved in initiatives or businesses with competition, which can be a violation of the law (for instance price-fixing cartel agreement)

Section V – implementation arrangements

Art.20 – Management and Code of ethics

The implementation and observance of this Code of Ethics are entrusted to management.

Art.21 – Communication and reporting

GM International Srl promotes the largest spread of this code of ethics among all the relevant subjects and the correct interpretation of its contents. It also supplies the most suitable tools to help its implementation.

The Code of ethics and its new releases are brough to the attention of all the recipients, through proper communication, training and circulation so that the values and principles contained in the Code can be well known and put in practice. The aim is to avoid personal initiatives, which can produce behaviours not adhering to the reputation of GM International Srl

This Code of ethics is also available to anyone on the corporate website.

A copy of the Code of ethics (printed or on line) is given to every employee or collaborator when he/she is hired or starts the collaboration with GM International Srl

The recipients of this Code are asked to inform the Company about any request, which violates the law, the employment contract, the internal rules of GM International Srl or this Code of ethics

Sanctions are applicable to people who failure to comply with the reporting obligation.

Specifically, any violation of the principles and rules contained in this Code must be reported to the management

Recipients who become aware of omissions, falsification or negligence in the accounting or documentation on which the accounting records are based are required to report the facts to management.

GM International Srl has implemented a Whislteblowing system related to illicit behaviours as for the D. Lgs. 231/2001. The system complies with the new Legislative Decree 24/2023 implementing the “Whistleblowing Directive,” ensuring consistency with the “Gender Equality” principles included in the company policy.

It is therefore possible to use that communication channel to report situations against this Code of ethics

GM International Srl will not tolerate any form of retaliation, discrimination, or adverse action regarding reports made in good faith, subject to legal obligations and the protection of the rights of individuals accused erroneously and/or in bad faith.