Code of Ethics

Index

• CODE OF ETHICS: 4
• MIP values: 5
  • Excellence: 5
  • Legality and Integrity: 5
  • Transparency: 5
  • Respect of individual: 6
  • Environmental protection: 6
    • Protection of copyright and industrial property rights: 6
    • Management of confidential information and protection of personal data: 7
    • Information Security. 7
    • Prevention and management of conflict of interest 7
    • Competition, free competition and prohibition of corrupt practices. 7
  • Principles underlying relations with personnel 8
    • Non-discrimination and respect for diversity. 8
    • Formalization of the employment relationship and remuneration policies. 9
    • Training and engagement 9
    • Balance between professional and personal life. 9
    • Health and safety at work. 9
    • What we ask our resources. 10
    • Respect for diversity and cultures. 10
    • Compliance with internal information security policies. 10
    • Prohibition of competition and negative advertising. 10
    • Selection of suppliers. 11
    • Contractual relationship with suppliers. 11
  • Contractual relationship with Clients. 12
  • Principles underlying relations with the Public Administration. 12
  • Implementation of the Code of Ethics: Control and sanctions. 12

MakeItPerfect (hereinafter also “MIP”) operates globally in the luxury sector, designing, producing and delivering events and set design projects for luxury and high-end brands.

MIP was founded in 2014, thanks to the intuition of the 2 partners: Virginia Cabrini and Ferruccio Forcella.

The objective of MIP is to develop and celebrate brand’s values and communicate clear messages through made-to-measure high-end works, thanks to a unique creativity, high-standard production know-how and a recognizable style.

MIP believes in the power of beauty to connect and empower people, offering a unique and memorable experience.

MIP believes and operates its business with honesty, transparency, fairness and environmental responsibility. All these principles drive MIP in its daily work with the aim of diffusing them and positively influencing all its stakeholders.

 CODE OF ETHICS

The Code of Ethics (hereinafter also the “Code”) is a document that aims to define, formalize, and share the set of ethical values that inspire MIP, as well as the standards of conduct to be respected, representing an essential tool of corporate ethics: its observance by the Addressees is an essential element to ensure the proper functioning, reliability, and reputation of MIP itself.

 The purpose of drafting and dissemination of the Code of Ethics is to share the values contained therein with MIP personnel and with third parties interacting in various capacities with MIP, so that standards of conduct are identified and spread as a point of reference and comparison for any action taken and decision made by those working with MIP, regardless of their role and hierarchical position. MIP undertakes to respect and enforce the Code within the organization and demand their suppliers to share the values contained therein.

The principles and contents of the Code of Ethics of MIP must guide the behavior of employees, including managers, collaborators (regardless of the nature of the contractual relationship that binds them to MIP), directors and auditors, suppliers, contractors, customers and in general all other stakeholders of MIP (hereinafter referred to, in aggregate, as “Addressees“) to ensure the proper functioning, reliability and integrity of MIP itself and of its business model.

The code of ethics is addressed to all MIP Employees, Collaborators, Suppliers, Clients, in general to all Stakeholders of MIP.

Each Addressee is personally required to comply with the provisions of the Code but is also subject to a step-by-step responsibility on the verification of compliance with the same principles by their collaborators, in view of their role within the company structure.

Compliance with these provisions is an essential element of the proper fulfilment of job and professional performance, as they constitute obligations of diligence, loyalty, and impartiality for all Addressees: their violation will therefore constitute a breach of contract, which may give rise to all the typical consequences, as set below.

The Code is valid both in Italy and abroad, in compliance with the adaptations that may be necessary or appropriate in the countries in which MIP operates directly.

MIP VALUES

Excellence:
The guarantee of high quality standards, the care of every detail and the attention to the Client and his satisfaction throughout the entire duration of the project are among the strengths of MIP, aimed to ensuring satisfactory professional relationships for all the involved parties.

Legality and Integrity:
MIP considers the compliance with the Italian, foreign regulations applicable to MIP. It therefore commits that such compliance is ensured by employees and collaborators and demands from its stakeholders the same guarantees.
MIP believes that the pursuit of its own interest can in any case justify a conduct of contrary to the principles of fairness and honestly, also requiring all its employees and collaborations to act loyally and in good faith and to imprint their own conduct on respect, cooperation, and collaboration with all the stakeholders.

Transparency:
MIP believes that it is essential to ensure a transparent dialogue with all the stakeholders. In support of such commitment, all activities, actions, transactions, and operations relating to MIP are adequately traceable and documentable and all information concerning the performance of MIP – of which it is appropriate to give notice – is made available to interested parties in a clear, complete, and accurate form, to establish and maintain a relationship of trust with all stakeholders involved.

Respect of individual:
MIP recognizes the protection of the individual, and in particular of its human resources, as a primary value: for this reason, it condemns any behavior that may cause or contribute to causing a violation of individual safety or constitute discrimination based on social, cultural, ethnic, religious, psychological, gender, sexual orientation.

Environmental protection:
MIP recognizes the importance of environmental protection and contributes to ensuring it by committing to being paperless and plasticless: avoiding the printing of e-mails and documents in paper format unless strictly necessary, maintaining digital archives and limiting the of plastic objects for daily use in the office. MIP’s attention to this issue is also reflected on travel policies, choosing, where possible, transports with the lowest environmental impact – and on care of the workplace, where it is required to respect separate waste collection and avoid wasting energy, making sure not to leave lights, heating or air conditioning on when not necessary or at the end of the working day leaving the office.

The conduct of all subjects that maintain relationships with MIP, whether internal or external to the Company structure, must be based on the respect of the fundamental values and principles of the present Code of Ethics. While some values and principles are applicable to all the stakeholders, others are aimed at ensuring the proper management of relations between MIP and a specific category of Addressee. The following paragraphs are aimed at defining the absolute principles that MIP applies to all stakeholders, and which, conversely, they require to be applied by all Addresses, as well as the duties and prohibitions aimed at specific categories of stakeholders.

Protection of copyright and industrial property rights:
In carrying out its activity, MIP considers it essential to ensure the originality of its events and set design, created through the work of the best creative and technological talents, thanks to a unique and high-level production knowhow. For this reason, it operates by avoiding any violation of copyright or industrial property rights belonging to third parties, condemning any possible form of counterfeiting or usurpation of instruments or signs of authentication, certification or recognition, trademarks, distinctive signs, patents, designs or models, and calling on all those who work in the interest of MIP to comply with all existing regulations for their protection.
MIP also condemns the reproduction of software, photos, images, musical pieces, or audio-visual compositions, or works in any case protected by the copyright of others outside the licence agreements previously reached.

Management of confidential information and protection of personal data:
MIP is committed to guarantee the confidentiality of privileged information and the protection of personal data in its possession, in accordance with the provisions of the law and the contractual provisions between the parties concerned. Employees, including top management, members of corporate bodies, external collaborators, suppliers and all relevant third parties, are contractually bound to maintain the strictest confidentiality with regard to the information and data acquired and processed within the framework of their working relationship or collaboration with MIP.
Personal data and confidential information made available to MIP will not be used for purposes not connected to the exercise of its professional activity or in a way that exceeds the limits of what has been agreed upon. Communication and disclosure of personal data and confidential information both inside and outside the Company are therefore forbidden, unless in compliance with the regulations in force and Company procedures, as well as with what has been contractually agreed.

Information Security:
MIP guarantees a high level of security in the selection and use of its information technology systems intended for the processing of personal data and the management of confidential information and adopts all the most suitable security measures to ensure full protection of such data, in compliance with the provisions of the applicable laws. MIP believes that this is essential to protect the information in its possession, as well as vital for an effective development of MIP’s business policies and strategies.

Prevention and management of conflict of interest:
In carrying out its activities, MIP endeavours to prevent the occurrence of any situation of conflict of interest, real or even only potential, ensuring the separation of decision-making, accounting, and control roles, carrying out preliminary checks on the suitability of persons intended to hold specific positions, etc. However, it is possible that such a conflict may arise: MIP requires that anyone who finds themselves in such a situation promptly reports it to the Executive Management, in accordance with the provisions of the corporate operating procedures in force.

Competition, free competition and prohibition of corrupt practices:
MIP acknowledges the fundamental importance of a competitive market and, in compliance with national and European regulations on antitrust, with the guidelines and directives of the Antitrust Authority (Autorità Garante della Concorrenza e del Mercato) it does not behave or sign agreements with other companies that may negatively influence the competition among the various operators of the market of reference.
In particular, MIP and the Addressees shall avoid practices (creation of cartels, sharing of markets, limitations to production or sales, conditional agreements, etc.) that result in the violation of competition laws, as well as other conducts that may result in a distortion of competition in the acquisition of goods and services, for example through the bribery of public and private contractual counterparties.
MIP adopts principles of conduct inspired by the fight against any type of bribery in the interaction with its stakeholders, whether they belong to the Public Administration or are private parties: this is concretized, from the operational point of view and merely by way of example, in the prohibition to accept or offer any form of benefit or gift that may be intended as a mean to influence the independence of judgment and conduct of the parties involved. These provisions cannot be circumvented by resorting to different forms of contribution which, in the form of sponsorships, appointments and consultancies, advertising, or other means, pursue the same corruptive purposes.

Exceptions to such prohibition are gifts and entertainment expenses, as long in common use in the context, made within the limits of modest value provided for by a specific internal procedure, adequately documented and motivated, and in any case such as not to compromise the integrity and ethical-professional correctness of the parties involved.

Finally, all Addressees shall refrain from putting undue pressure, threats, acts of violence, artifices, fraudulent means or in any case conduct that may prevent or disturb, in any way, the performance of the commercial and entrepreneurial activities of others or the free exercise of competition on the market. 

Principles underlying relations with personnel:
In every phase of the relationship with its executive management, from the selection to the termination of the same, MIP ensures compliance with the fundamental principles listed below.

Non-discrimination and respect for diversity:
In order to ensure the best working conditions, MIP undertakes to ensure that its employees and collaborators enjoy a healthy professional environment, fighting and condemning any kind of discrimination, physical or psychological violence, harassment and in general any conduct detrimental to the dignity of the person.

This objective is pursued, in the context of relations with personnel, right from the research and selection phase: MIP carries out the recruiting process fairly, assessing exclusively the professional background of the candidates, their previous working experience and their suitability for the open position, without discriminating them in any way for their ethnic or racial origin, gender, sexual orientation, religious beliefs or any other personal aspect that does not affect the capacity to fill the position sought. MIP also adopts all appropriate measures to avoid favoritism, nepotism, or other forms of patronage in the research and selection of personnel.

MIP team is made up of people of many nationalities and with different characteristics. The cultural inclusiveness that characterizes MIP is also an indispensable element in the optimal analysis of the traditions and history of each Country where MIP operates. To ensure that an open, cooperative and dynamic environment is built and maintained at all times, MIP promotes the so-called Open-Door Culture, encouraging its employees to express their professional opinions and feedback to the Heads of Organizational Areas and Executive Management.

Formalization of the employment relationship and remuneration policies:
MIP formalizes the relationships with its employees and collaborators through regular contracts, refusing any practice of undeclared work or circumvention of the provisions in force, including the employment of personnel not in compliance with the provisions of immigration legislation. MIP assures a fair remuneration to its staff; the career progress within MIP is ensured in compliance with the principle of meritocracy and rewards the excellence of our people through incentive plans based on objectives.

Training and engagement:
For the entire duration of the employment relationship, MIP is committed to promoting the well-being of each resource, thanks to team building initiatives to build a healthy and inclusive work environment and to ensure staff engagement. MIP also cares about the professional growth and skills of its employees, for which it invests through organized training activities.

 Balance between professional and personal life:
MIP believes it is essential to ensure respect for the personal lives of its employees and collaborators and it is committed to providing the means to guarantee a balance between private and family life and work life, adopting when possible smart working and flexibility policies that allow the needs of MIP to be balanced with those of the workers.

Health and safety at work:
In addition to ensuring a safe environment from the relational point of view, MIP undertakes to guarantee that the working environments – in which its staff performs its work – are suitable to safeguard health, safety and integrity of employees and collaborators, in compliance with the laws and regulations in force (including, in particular, Legislative Decree 81/08, “Testo Unico sulla Sicurezza”). MIP guarantees the identification and creation of functions with all technical skills and powers necessary for the verification, assessment, management, and control of the risk.

 What we ask our resources:
MIP demands all its staff, regardless of the specific nature of the underlying professional relationship, to comply with the obligations provided for by the Code of Ethics – which are essential elements of the job performance. The conduct of employees and collaborators must therefore be based on the observance of the law and of the values of MIP, and in particular inspired by the following principles, avoiding behaviors that may create an intimidating atmosphere and contributing to maintain a working environment respectful of the dignity of all the personnel, as well as clean and tidy.

Respect for diversity and cultures:
MIP Team is heterogeneous and multicultural, and the Clients are spread all over the world: it is therefore essential that all employees and collaborators interact in an appropriate and respectful manner in managing internal relationships and relationships with clients, collaborators or any third parties from other countries or of different cultural traditions, throughout the duration of the relationship and especially during travels. This includes, but is not limited to, a dress code appropriate to the situation and location.

Compliance with internal information security policies:
MIP drew up procedures and policies, applicable in some cases to all personnel and in others exclusively to personnel belonging to specific areas. Each employee and collaborator undertake to comply with those applicable to their professional role, as well as with those applicable to the entire corporate population.
MIP adopts also the Policy on the use of the Company’s IT tools, indicating the correct behavior to be kept in the use of the Company’s assets (hardware and software), explaining the forbidden ones that could damage the information assets and makes each employee and collaborator responsible for the security of the systems and assets used.

It is in any case forbidden for employees, managers, consultants, and collaborators of MIP to alter the operation of any computer or telematic system of the Public Administration or manipulate the data contained therein, regardless of the purpose pursued.

Prohibition of competition and negative advertising:
It is forbidden for all employees and collaborators to entertain relations or provide information to other companies that may cause damage or prejudice to MIP. Moreover, a contractual non-competition clause is imposed on the subjects who hold certain positions, which prohibits them from providing consultancy, opinions, collaboration to operators in the same sector of the Company – including activities carried out free of charge – unless expressly authorized by the Company to which they belong.

Selection of suppliers:
The selection of suppliers and the definition of the conditions of purchase of goods and services for MIP are led by values and parameters of competition, objectivity, correctness, honorableness, ethics, respectability and reputation, impartiality, fairness in price, quality of the goods and/or service, and are carried out by carefully assessing the guarantees given by potential suppliers and the overall panorama of offers. The existence of these requirements will be verified before the establishment of the contractual relationship with each supplier and subsequently, during the course of the contractual relationship.

The selection process is based on the search for the maximum advantage in terms of competitive results for MIP and is carried out impartially towards each supplier in possession of the necessary requirements. MIP will evaluate only those suppliers who ensure compliance with the provisions in force on health and safety at work and employ only personnel in compliance with the regulations on immigration.

A further essential condition to proceed with the evaluation of a potential supplier is the willingness of the same to adhere to the contents of the Code of Ethics, as well as its compliance with the regulations in force. MIP demands that, during the pre-contractual negotiation phases, potential suppliers act in accordance with the principles of transparency, fairness, and good faith. MIP reserves the right to carry out all appropriate checks on the truthfulness and completeness of the information shared by the supplier during the negotiations.

Contractual relationship with suppliers:
The conclusion of a contract with a supplier must always be based on transparency, professionalism, and maximum collaboration, avoiding, where possible, the assumption of contractual obligations that involve forms of mutual dependence. The products and/or services supplied must be the result of concrete Company needs, justified, and illustrated in writing by the respective managers responsible for making the spending commitment, within the limits of the available budget.

By entering into the contract, the supplier undertakes to adhere to the principles of the present Code of Ethics and to comply with its provisions in the performance of its services, with particular reference to, but not limited to, compliance with laws protecting industrial and intellectual property, consumer protection laws, free competition and market laws, and laws against bribery, money laundering and organized crime. Any violation of the contents of the Code will constitute breach of contract and may lead to all appropriate consequences, including compensation for any damages suffered by MIP.

At the end of the relationship and, in any case, before proceeding to the payment of the relative invoice, MIP will proceed with the verification of the quality, congruity and timeliness of the service received, as well as the fulfilment of all the obligations assumed by the supplier, also complying with the requirements of tax regulations.

Contractual relationship with Clients:
MIP shares with prospect clients comprehensive, true, and accurate information about its services, and is committed to providing them in line with the standards of excellence proposed, so as to ensure informed choices and promote maximum customer satisfaction. Relations with clients are managed according to principles of collaboration, availability, professionalism, and transparency, respecting the confidentiality of information and the protection of personal data, to lay the foundations for a solid and lasting relationship of mutual trust. For the entire duration of the agreement, the Company ensures the traceability of the activities carried out and in progress, guaranteeing the possibility of constant monitoring of their update.

Principles underlying relations with the Public Administration:
In order to ensure maximum fairness and transparency towards the Public Administration, relations with the latter are maintained exclusively through identified persons who do not experience any conflict of interest with the representatives of the institutions themselves and who can guarantee diligence and professionalism.

MIP ensures that the documentation to be transmitted to Public Bodies is drawn up so as to provide clear, accurate, complete, faithful, and truthful information and that the relationships with Public Officials are based on maximum transparency, collaboration, availability, in full respect of the institutional role and avoiding any behaviour that has the purpose, or even just the effect, of hindering the exercise of the functions of the PA.

Implementation of the Code of Ethics: Control and sanctions
The observance of the rules of the present Code of Ethics shall be considered an essential part of the fulfilment of contractual obligations with MIP, both as regards internal staff – as the provisions of the Code fall within the scope of applicability of Articles 2104* e 2105** of Italian Civil Code1 – and as regards external subjects, due to specific standard clauses provided for by the Company in all existing contracts.

The violation of the provisions of the present Code shall therefore be subject to the sanctions provided for by the law, the relevant CCNL (Contratto collettivo nazionale di lavoro, National Collective Labour Agreement), where the latter is applicable.

Any conduct carried out by collaborators and suppliers in contrast with the rules set down by the present Code may give rise to appropriate contractual remedies, including the immediate termination of the contractual relationship, in addition to any compensation for damages suffered.

The present Code of Ethics is brought to the attention of all Addressees, through publication on the institutional website https://www.makeitperfect.com/code_of_ethics/

MIP reminds all Addressees that in no case may acting to the advantage of the Company justify the adoption of conduct in conflict with the present Code.
It is therefore the duty of all Addressees to operate in application of and in compliance with the provisions of the Code, refraining from any conduct contrary to its contents. 

 *Article 2104 of the Italian Civil Code, concerning the diligence of the employee, is expressed in the following terms: “Workers must adopt the diligence required by the nature of the service to be performed, by the interests of the business and by the higher interest of national production. They must also observe the provisions for governing the performance and the rules of work as laid down by the employer and his collaborators below whom they stand in the hierarchical structure”. **Article 2105 of the Italian Civil Code, concerning the duty of loyalty, states: “Employees shall not deal with business, on their own account or on behalf of third parties, in competition with the entrepreneur, nor shall they disclose information relating to the organisation and production methods of the company, or use it in such a way as to prejudice the latter”.