Code of Ethics

Pursuant to Legislative Decree No. 231 dated 8th June 2011, and subsequent amendments and additions
Approved of by resolution of the Board of Directors on 31.05.2019

1. Preamble

The Code of Ethics (the Code) is presented as the “Corporate Constitutional Charter”, a charter of moral rights and duties that defines the ethical-social responsibility of Gefit S.p.a. (the Company) and of each participant in the corporate organization. It constitutes, therefore, the set of values and behavioural rules of the Company itself.

The Company is aware of contributing, with its responsible and moral deeds, to the development process of the Italian economy as well as to the Country’s civil growth.

The Company observes the essential principle of compliance with the laws and regulations in force in all the countries in which it operates, and also condemns the conduct that constitutes a violation thereof, including, in particular, the illegal conduct envisaged by Legislative Decree no. 231 of 8^th June 2001 and subsequent amendments and integrations.

From this point of view, the Code embodies, thanks to a rigorous and exhaustive formulation, the ethical rules established and binding for the Company, for the employees, the Board of Directors and its members, the trade union body and the collaborators who, as a consequence of the position held, operate within and/ or represent the Company itself, with specific reference to relations with stakeholders (i.e., subjects who have an interest in the Company).

The Company, with this Code, pursues the purposes here below specified:

to define and make explicit the values and principles its business activity and relationship with employees, partners, customers, suppliers, institutions and any other stakeholder is characterized by;
to formalize the commitment to behave with loyalty, transparency and fairness;
to reconfirm the commitment to protect the legitimate interests of its own investors;
to show to its employees and partners the principles of conduct, the values and responsibilities whose punctual compliance and respect during one’s working life it requires.

The Company ensures:

the broadest diffusion and knowledge of this Code to the Recipients;
the utmost disclosure towards third parties it holds relationship with;
the verification of any notification of infringement of the Code;
the evaluation of facts, and the application of appropriate sanctions for any infringement.

The Code of Ethics, together with the Management & Control Organization Model (General Section) is displayed on the notice board of the Company’s registered office, and it also appears on the Company’s website www.gefit.com

2. General Principles

The Company believes in the value of work, and it strongly thinks that legality, correctness and transparency of acting are the essential premises to achieve its economic, production and social mission.

The general ethical principles in which the Company identifies itself are indicated below.

Legality

All employees, the Board of Directors and its members, the trade union body and collaborators are bound to comply with the laws and regulations in force, the Code and the internal company rules, applying them with righteousness and fairness.

Uprightness

In relations with third parties, the Company undertakes to act in a correct and transparent way avoiding misleading information or behaviour such as to take unfair advantage of others’ positions of weakness or lack of knowledge. In the pursuit of maximizing its economic and financial results, is the Company committed to establishing correct commercial relationships with third parties, lasting relationships with customers and suppliers and adequate acknowledgments of the contribution of its collaborators.

Gifts or other benefits

Giving or offering, directly or indirectly, gifts, payments, material benefits or other utilities of any entity to third parties, public officials or private individuals is not allowed. Acts of business courtesy, such as free gifts or forms of hospitality, are permitted, provided they are of modest value and in any case such as not to compromise the integrity or reputation of one of the parties and not to be interpreted as aimed at acquiring advantages in an improper way.

Loyalty

External relations, relationships with collaborators and those between these latter, must be based on the greatest loyalty, which means faithfulness to the given word, to the promises and agreements, acting responsibly, enhancing and safeguarding the corporate assets, and applying a good faith attitude to any activity or decision.

Transparency

All the Company’s actions and relations with its stakeholders and shareholders must be characterized by correctness, completeness, uniformity and timeliness of information, according to the lines provided for by the laws, the best market practices and within the limits of the company’s know-how and assets’ protection.

Respect for People’s Dignity

The Company does respect the people’s fundamental rights by protecting the moral integrity thereof and assuring equal opportunities. Both in internal and external relations any conduct involving discrimination contents based on political or trade union opinions, on faith, race, nationality, age, sex, sexual orientation, health condition and, as a rule, any intimate characteristics of the human person, shall not be allowed.

The Company supports the principles of the International Labour Organization (ILO) which foster equal opportunities for all employees, respect for fundamental human rights, fair compensation, freedom of association and the right to collective bargaining.

The Company shall ensure that, within the scope of its activities, the rights envisaged by the “Universal Declaration of Human Rights” are guaranteed in the different countries in which it operates. In particular, the Company prohibits, in the context of its activities:

– to establish interpersonal relationships capable of generating a subjection of the kind described in art. 600 of the Italian penal code (Reduction or maintenance in slavery or servitude);

– to induce, favour or exploit the prostitution of minors, as well as to perform sexual acts with minors in exchange for money or other economic utility;

– to produce pornographic performances or material by using minors, or induce them to participate in pornographic performances;

– to distribute, disclose, disseminate, advertise in any form or hold the material referred to above, or pornographic material representing virtual images made with using photos of minors or parts thereof;

– to distribute or disclose news or information aimed at soliciting or sexually exploiting minors, or images of virtual pornography as mentioned above;

– to offer or give, even free of charge, the mentioned pornographic material;

– to organize or advertise tourism initiatives aimed at exploiting child prostitution;

– to commit trafficking in persons, or lead them, by any means, to enter, stay or leave the territory of the State;

– to buy or alienate people who are enslaved.

Accounting Transparency

The Company is aware of the importance of transparency, accuracy and completeness of the accounting information, and it strives to avail itself of a reliable administrative-accounting system that correctly represents the management deeds and capable of providing the tools to identify, prevent and manage, as far as possible, the financial and operational risks.

Safety Protection and Respect for the Environment

The Company carries out its activities in accordance with the current legislation regulating safe working conditions. As part of its activities, is the Company committed to spreading and consolidating the culture of safety by developing awareness of the risks and using all the resources necessary to guarantee safety and health of the employees, external collaborators, customers and community in which it operates. For these reasons are the Company’s activities managed in compliance with the laws in force on prevention, protection and environmental impact, and with the implementation of technical/ organizational tools to safeguard workers’ safety and health.

The Company actively contributes –in the appropriate locations – to the promotion of scientific and technological development aimed at safeguarding both resources and environment.

Operational management refers to advanced criteria of environmental protection and energy efficiency by pursuing the continuous improvement of health and safety conditions at work, as well as the environmental protection.

The Company’s employees are bound to participate, as scope of their duties, in risk prevention, environmental protection, in their own health and safety protection as well as in that of their workmates and third parties.

Compliance with Legislation on Money Laundering, Organized Crime and/or for Terrorism Purposes

The Company acknowledges the primary value of the democratic principles and of the free political determination the State is founded upon.

It is therefore forbidden, and totally alien to the Company:

– to join with the purpose of committing multiple crimes and, in particular, the smuggling of foreign manufactured tobaccos and the illicit trafficking of narcotic or psychotropic substances;

– to be a member, whatever the role played, of mafia, Camorra or any unlawful associations;

– to replace, transfer money, goods or other utilities deriving from an intentional crime, as well as to perform other operations thereto connected in order to hinder the identification of their criminal origin;

– to use money, goods or other benefits coming from crime into economic or financial activities;

– to perform acts aimed at bringing about the entry of a foreigner into the national territory in violation of the law, or acts aimed at causing the illegal entry of a foreigner in any country of which the person is not a citizen or does not have the title of permanent residence;

– to facilitate the foreigner’s stay in the State territory in order to gain an unfair profit from the condition of illegality he/she is in;

– to encourage in any way the person called to make statements that can be used in criminal proceedings before the judicial authority, not to make statements or to make false statements, when the latter has the right not to respond;

– to help someone to elude the investigations or to escape the Authority’s research.

3. Recipients

The way the Company behaves is inspired by principles of corporate social responsibility, in three dimensions: economic, environmental and social. All acts carried out by those who operate in the name and/or on behalf of the Company shall comply with the company procedures and the applicable rules and provisions. This Code is addressed to the members of the Board of Directors, the Proxies, Directors, Managers and all the other Employees, to the consultants and the other subjects acting, in various ways, as representatives or agents of the Company, to the Board of Statutory Auditors, the Statutory auditor, to partners, such as suppliers and other subjects the Company holds economic and financial relations with (from now on, the Recipients).

The Recipients are required to protect, through their behaviour, the respectability and image of the Company and to preserve the integrity of the corporate assets.

Spreading of the Code and company procedures to the Recipients is ensured through proper communication tools. If the need arises, Recipients are nevertheless invited to refer to the principles contained in the Code in their relations with other stakeholders.

Actually, the Company intends, by carrying out its activities, to implement the aforementioned principles also in favour of stakeholders with regard to the Company itself, such as (by way of example and not limited to) its customers, employees, suppliers, local communities and all private citizens in general.

Namely, here are the Company’s stakeholders:

the employees;
the customers;
the suppliers and commercial partners;
the banks;
the competitors;
the institutions, community and local communities;
the trade associations;
the media;
the environment.

4. Employees and Collaborators.

4.1. Deontological Principles

The Company does give the utmost importance to those who work within the company. As a matter of fact, through their Human Resources, is the Company able to develop and guarantee products and services and to create value.

In application of the general principles and international and national regulations in force regarding labour law, the Company constantly complies with, the primary interest of the Company is to encourage the development of each employee’s potential and his/her professional growth through:

respect of each individual’s personality and dignity, from the very first selection process, avoiding the creation of any situation of discomfort for the people;
prevention of any discrimination or abuse, based, for example, on race, religious belief, political and trade union membership, language, sex, sexual orientation and handicap;
training appropriate to the position of each individual;
the definition of roles, responsibilities, proxies and availability of information such as to allow everyone to take the decisions lying within his/her competence in the interest of the Company;
a wise, balanced and objective exercise, by the persons in charge of specific activities or organizational units, of the powers connected with the proxy received;
enhancement of the spirit of innovation in respect of the limits of everyone’s liabilities;
a clear, punctual and truthful internal communication on the Company’s policy and strategies;
a correct and confidential use of personal data;
workplaces suitable for the safety and health of the people using them.

The Company further believes that the creation of a work environment meeting these principles requires the active involvement of each employee.

In particular, in the relationships with the colleagues, each employee must behave according to the principles of civil coexistence and in a spirit of full collaboration.

The Company requires its employees to maintain the work environment respectful of the sensitivity of others. The following circumstances, during work and in the workplace, will therefore be deemed liable for the risk of prejudice to the above-mentioned environmental situation, even if carried out on an occasional basis:

a) working under the effect of alcohol, drugs or other substances with similar effect;
b) using or disposing of drugs in any way during one’s working performance.

The states of chronic dependence on substances of this nature, whenever affecting the quality of the work environment, will be considered, as to the contractual consequences, equivalent to the above-mentioned cases.

Finally, situations and decisions that may entail actual or apparent conflicts of interest with the Company must be avoided. Any situation that may stand for or engender a conflict of interest must be promptly communicated to the hierarchical superior.

4.2. Hierarchical Relations Within the Company

The relationships between the levels of responsibility, connected to the different hierarchical positions existing in the Company, must be conducted with honesty and fairness.

All the persons in charge of specific activities and of the organizational units shall wield the powers connected with the proxy they were given with objectiveness and prudent balance, by respecting human dignity of their collaborators whose professional growth they should take care of.

All the members of the organizational units or specific working groups, in turn, must show the utmost collaboration towards the managers of both units and groups, by respecting the rules for the execution and discipline of the work given by the latter in order to enable a correct and fair evaluation of the relative work.

Any employee of the Company who becomes aware of behaviour contrary to these principles, must promptly inform his/ her superior.

4.3. Employment and Economic Relationships with third Parties

The Company expects from its employees and in general from the subjects it has established an employment relationship of whatsoever nature with (subordinate, collaborative or independent ), ethically flawless behaviours – as well as legally and professionally correct, during the performance of the employment relationship, capable of strengthening the mutual trust.

The above workers are required, then:

to operate with honesty and integrity in relations with stakeholders, with the Company, competitors, customers, suppliers and, in general, with third parties, be they Public Administrations or private subjects;
to respect the legal provisions specific to each of the systems in which the Company operates;
to avoid conflicts of interest with the company they belong to and with the other companies and, in any case, behaviours engendering negative publicity for the companies themselves;
to undertake only the commitments for which they have proper authorization.

With specific reference to employees, it is a shared legal principle that the employee shall not engage in business, on his own or on behalf of third parties, in competition with the employer, nor disclose information relating to the organization and production methods of the company, or make use of that information in such a way as to cause harm to the Company (art. 2105 c.c. Civil Code).

The duty of loyalty, whose principles have been summed up above, entails the prohibition for each employee to:

take jobs whose employment relation is subordinate to third parties without the prior authorization of the company the employee belongs to;
carry out activities contrary to the interests of the company or incompatible with the duties of the office, to the fulfilment of which the worker must devote his/her work energies according to the terms and in the manner agreed on in the employment contract;
carry out personal activities – or in any case different and not complying with his/ her tasks and responsibilities – during the working time;
make use of the name and reputation of the Company for personal purpose, and, in the same way, exploit the position held within the company itself and the information one has been acquainted with during the work performance;
adopt attitudes that could jeopardize the Company’s image;
use corporate assets for purposes other than their own;
unnecessarily use up means and resources or use them in a non-rational way;
disclose to third parties or use for private or improper purposes information and news concerning the Company, the projects, customers, collaborators and suppliers thereof;
infringe the confidentiality commitments taken with reference to the above at the end of the employment relationship.

The outgoing communication of documents and information concerning the Company, especially preferential information thereof, is entrusted to the responsibility of the President of the Board of Directors.

The interruption or termination of the employment relationship with the Company, regardless of the cause, shall not justify the disclosure of confidential information nor the utterance of personal opinions and convictions that could endanger the corporate image.

Should any employee being interested in taking on assignments and/or responsibilities (including, for example, consultancy activities or participation to the Board of Directors or Board of Statutory Auditors or Committees or other working groups) in other Companies (public or private) or by private individuals, must he/she necessarily request the Company’s prior and specific approval.

This latter, furthermore, must be promptly informed by the concerned employee of the acquisition – made by him/herself or by members of his/her family unit – about qualified equity investments in competitor companies, or about other investments that could however determine conflicts of interest or be prejudicial to the Company.

When fulfilling his/her duties, shall the employee ensure equal treatment of those coming into contact with the Company.

The remuneration to be paid to the employee shall be commensurate with the performance indicated in the contract, and payments cannot be made to a person other than the contractual counterparty.

4.4. Protection of the Company’s Assets

The Company’s assets are made up of tangible and intangible assets, these latter being represented by the result of work of employees and collaborators as a whole, by structural and commercial information of the utmost strategic importance, and by a number of confidential data entrusted to the workers to carry out their job.

Protection of all these assets is essential for the life and development of the Company. As a matter of fact, the loss, theft or misuse of such assets could stand for serious harm to the corporate interests.

Each employee, therefore, is responsible for the preservation and protection of the assets and instruments he/she was personally entrusted with for working and must contribute to guarantee the safeguard of the whole corporate assets. For this reason, he/she must strictly keep to and respect the operating and safety procedures set forth by the Company.

At any rate, documents concerning corporate activity, working tools and any other physical or intangible assets belonging to the Company must be exclusively used to accomplish institutional purposes of the Company and according to the methods they set. Employees cannot use them for personal purposes nor transfer them or make them available, even temporarily, to third parties.

Employees shall not use for personal purposes stationery, computers, copying machines or other equipment they were given for working reasons.

In addition, the employee shall not use, for personal purposes, the company electronic mail, Internet access, company software and any portable storage media made available to him/her for work purposes.

Apart from exceptional cases, that must be communicated to the direct Manager, shall the Employees not use the company telephone lines to make personal calls, and limit the reception of personal calls on corporate telephone lines or on their mobile phones to the bare minimum extent.

The Company does not make loans to their employees, as per instructions made known to all of them.

4.5 Inventions of the Employees

The Company is the sole owner of all intellectual and / or industrial properties created by using corporate resources or structures, or developed by the Company employees within the scope of the employment relation, to the extent permitted in accordance with applicable laws and unless otherwise agreed in the contract.

5. Administration and Control Bodies

Corporate Bodies, aware of their responsibilities, keep to the principles contained in this Code, and base their activity upon values of honesty, integrity in the achievement of the personal or Group profit, loyalty, correctness, respect for people and rules, mutual cooperation.

The commitment of the Board of Directors, its members and Attorneys is the sensible management of the undertaking, in the achievement of the goal to create value; the commitment of the trade union body, the auditors and the statutory auditor is the proper fulfilment of the functions entrusted to them by the law.

The collaboration between administrative and supervision bodies is based on a balanced Governance system in which the various management coordination, direction, supervision and control functions find harmonious balance.

The assessment of situations of conflict of interest or incompatibility of functions, tasks and positions outside as well as inside the Company, falls upon individuals.

It is duty of the Board of Directors, the Board of Statutory Auditors and their members, as well as the Attorneys and the General Management, to use the utmost severity in the evaluation of these circumstances, for the benefit of a transparent and profitable relationship of the Company with the various members of the community of stakeholders and with the public.

The Board of Directors, the Board of Statutory Auditors and the Legal Auditor are requested to:

keep a behaviour based on integrity, loyalty and sense of responsibility towards the Company;
maintain a continuous and informed participation;
be aware of their role;
share the objectives and values set out in paragraph 2 “General Principles”;
have critical sense, expertise and confidentiality;
maintain a conduct based on autonomy and independence with public institutions, private entities, economic associations and political forces, providing correct information for the carrying out of the administrative and control activity.

The legitimate expression of divergent positions cannot be detrimental to the image and reputation of the Company, which must be defended and promoted by the managing bodies.

Possible interviews, declarations and any public speech must take place within a framework of strict consistency with such principles and in full compliance with this Code.

Information received for business reasons are deemed as confidential, and any use thereof for reasons other than the institutional fulfilment of the duties of each member of the Board of Directors, the Attorneys, or member of the Board of the Statutory Auditors is prohibited.

The loyalty and confidentiality commitments undertaken when accepting the office, do bind the members of the Board of Directors and the Board of Statutory Auditors, as well as the General Management even after the termination of the relationship with the Company.

Furthermore, the Company’s administrative and supervision bodies must try to avoid situations where a conflict between their interest and the interest of the Company exists, and must, in any event, give notice, in the form provided for by the law, of any conflict of interest they may have, on their behalf or on behalf of third parties, in certain transactions of the Company itself.

By way of example, it must be remembered that conflict of interest situations may take place when personal interest interferes (or appears to interfere) with the interest of the Company, preventing the objective and effective fulfilment of one’s duties, or in relation to the pursuit of improper personal benefits as a result of the position held within the Company.

6. Management of Information

6.1. Recording of Transactions and Spreading of Information

Any Company’s transaction must be properly recorded, and the verification of the decision-making, authorization and development process must be possible.

For each transaction there must be adequate documentary support in order to be able to carry out, at any time, checks stating the characteristics and reasons of the transaction and identifying who did authorize, perform, record and check the transaction itself.

The Company’s employees, while carrying out their working activity, must take care of the recording and processing of data, information and knowledge in an accurate, correct and thorough way.

Outgoing information must be truthful and transparent.

Communication and spreading of data and information must be carried out by taking care of checking their correctness and completeness in advance, in order to avoid engendering false or inaccurate impressions and convictions about the Company outside, or even conveying biased or untruthful information.

Any form of disclosure to third parties of confidential information and in any event of information meant for the internal use of the Company is prohibited.

The internal circulation of information is limited to subjects having an actual corporate interest to know and use the information; they must abstain from talking about such information without reason or in inappropriate places, also to avoid unintentional disclosures.

All information and personal data of employees, collaborators and corporate bodies is to be considered confidential and protected; it cannot be spread without the collaboration of the interested party.6.2. Accounting, Economic and Financial Information and Data

Accounting, economic and financial books and records of the Company must be marked by the values of this Code, they shall be accurate and true, and in a condition of being punctually checked and verified.

All employees are required to ensure that the information provided to the Administration, Management and Board of Statutory Auditors is up to date and complete; employees of the Administrative Area, in particular, have the specific responsibility of making sure that the Company’s accounting practices guarantee to the aforesaid subjects a full, correct, precise and timely collaboration in the provision of economic and financial data of the Company itself.

The disclosure to third parties of accounting data and of economic and financial information of the Company by the employees is prohibited, unless previously authorized by the subjects in charge.

Under no circumstances can funds or assets not adequately recorded be maintained.6.3. Confidentiality

The Company’s employees and collaborators must pay the utmost attention to the processing of data and must keep strictly confidential and protected any information and knowledge acquired, processed and managed during their working activity, with reference to both current activities and activities that may be carried out.

The aforesaid information, data and knowledge cannot be used, communicate nor disclosed both within and outside the Company, unless this is done in compliance with the laws in force and with the corporate guidelines.

Employees and collaborators, who are asked from outside to communicate or disclose confidential company data, news and information about the Company, or to show or provide copy of corporate documents, must refrain from providing the information directly or indirectly, addressing the request to their direct Manager.

The Trade Union body or the subjects appointed by the same, have free access to data, documentation and information useful for the carrying out the supervision activities they are entrusted with. The top management and all employees are required to give their full cooperation for this purpose.6.4. Privacy

Employees and collaborators of the Company, responsible or in charge of the processing of personal and sensitive data pursuant to current laws on privacy, must strictly abide by the instructions received in this respect from the Company and, in any event, are bound to process personal data in the most suitable way to protect the legitimate expectations of the data subjects as to their confidentiality and safety.

7. Relationships with Outer Entities

7.1. Relationships with Public Bodies

The Company relationships with the Public Authorities are based on criteria of transparency and professionalism, in compliance with the provisions adopted by the bodies in charge.

The competent corporate functions keep the necessary relations with the Institutions.

Each employee is bound to keep to the same principles of transparency, respect of the obligations and cooperation with the Authorities.

In the relationships with public officers the employee must behave with the utmost correctness and integrity, avoiding even to give the impression to wish to improperly influence decisions or to ask for favourable treatments.

It is forbidden to offer, directly or through intermediaries, sums of money or other utilities to public officers or persons in charge of public service in order to influence them in the accomplishment of their duties (both to have them act in a certain way or not to act at all).

It is in the same way forbidden to offer, pay or promise to public officers, undue remuneration, offers, free gifts or any favourable treatments, whose value is more than symbolic and in any case not falling within normal courtesy relationships, with the purpose of unlawfully favouring the interests of the Company.

7.2. Relationship with Customers and Suppliers

The following are of primary interest to the Company:

full satisfaction of the needs of the customer whose supply or provision of service is addressed to;
creation of a strong relationship with the customer, based on the quality of the product, courtesy, fairness and efficiency as well as on the strict confidentiality about the projects carried out or under construction;
a constant, loyal and cooperative professional attitude towards the customer, who must be set in a condition to take conscious and informed decisions.

The Company has no prejudice towards any customer or category of customers whatsoever, but it does not intend to hold relationships with persons whose direct or indirect belonging to criminal – or anyway acting out of legality – organizations is known or at least suspected; by way of example, relationships with persons or organizations known for being connected with money-laundering, drug trafficking, usury, child labour, non-protection of fundamental individual rights, terrorism are excluded.

The Company is available to look for friendly solutions to problems that may arise with the customer, with the aim to overcome divergent positions and to reach a settlement thereof.

The same spirit, referring to the foregoing paragraphs, characterizes the Company’s relationship with its suppliers and external collaborators; employees have furthermore the duty to promptly report to the competent functions any occurrence of significant problems, in order to allow the adoption of the most appropriate measures.

Fairness, professionalism, efficiency, earnestness and reliability make up the basis for the setting up of a valid relationship also with suppliers and external collaborators, choosing of whom is made considering assessments based on objective reference elements.

Employees of the Company have the duty to assure equal opportunities to the suppliers in possession of the required qualifications.

Selection of suppliers and fixing of purchase conditions must be based on an objective assessment of quality, usefulness, price of requested goods and services, on the counterparty’s ability to provide and promptly guarantee goods and services of a level appropriate to Company’s requirements, as well as its integrity and soundness.

In the relationships with customers and suppliers or with other subjects contacted for working reasons, the top management and employees cannot accept remunerations, free gifts or favourable treatments whose value is more than symbolic; the employee is obliged to inform his/ her hierarchic manager of the offers received in this regard.

Likewise, it is forbidden to offer or pay undue remunerations, free gifts or favourable treatments, whose value is more than symbolic and anyway not falling within a normal courtesy code of conduct, with the aim of unlawfully favouring the interests of the Company.

7.3. Relationships with mass Media

Relationships with mass media must be based on the utmost clarity and assure that what communicated is always corresponding to the truth.

Therefore, the Company’s outgoing communications must be truthful, clear, transparent and accurate, far from ambiguity or instrumental, consistent, homogeneous and in line with the corporate policies and programs.

The prior agreement and consent of the functions in charge is required if the employee has been asked to represent the position and activity of the Company in any form and occasion (for example conferences, taking part to conventions and other public interventions, drawing up of articles or other publications).

Members of the Board of Directors and of the trade union body, Managers, employees and, in general, all collaborators are obliged to strictly comply with the confidentiality rules set out in this Code in case of:

communication of information concerning the Company, addressed to third parties who are not subject to a legal confidentiality obligation;
outgoing communication of documents and information concerning the Company.

8. Competition and Market

In the relationships with customers and suppliers, does the Company undertake to observe the EU and national antitrust laws, and to confront itself with markets on the exclusive basis of the quality of its products and services.

The Company does intend to avoid that any agreement or conduct adopted in its name and/or on its behalf may stand for an unlawful limitation of competition.

Competition among Companies must be fair and honest. Any activity impairing the free competition is forbidden and does entail penal, civil and disciplinary sanctions.

9. Data Privacy, Information Concerning the Company

9.1. Data Privacy

Without prejudice to the compliance with the specific rules on protection and processing of personal data, are the Recipients bound to process personal data they became acquainted with in the most appropriate way to protect the legitimate expectations of the interested parties with respect to their confidentiality, dignity and image.

In particular, employees not expressly authorized, in the forms and terms under Legislative Decree no. 196 of 30^th June 2003 and subsequent modifications concerning the protection of people and personal data, are prevented from knowing, recording, processing and disclosing personal data of other employees or third parties.

The offenders are subject to the administrative and criminal sanctions set forth by the above-mentioned decree, as well as to the disciplinary sanctions provided for, in general, by collective bargaining agreements and regulations for the protection of corporate assets.

9.2. Information Concerning the Company

The carrying out of the Company’s activities involves the acquisition, storage, processing, communication and internal and external circulation of documents, studies, work projects (including business plans), technological processes, data and written, telematic and / or verbal information concerning the Company’s know-how and activities.

Such information, either acquired or processed by Recipients in the performance of their tasks or duties, belong exclusively to the Company.

They must be saved and protected properly and continuously with reference both to third parties and to colleagues not directly concerned thereby, and they must be dealt with according to the internal instructions and procedures fixed by the Company.

Should the Recipients become aware that third parties, deliberately or fraudulently, try to obtain information confidential for employees, are these latter bound to promptly notify the Company through their direct superior.

10. Observance of the Code

10.1. Compulsoriness, Sanctions and Report to the Supervisory Body

Observance of the rules of the Code of Ethics is an essential part of the contractual obligations for employees, pursuant to and for the effects of articles 2104, 2105 e 2106 of the Italian civil code.

Collaboration contracts include the obligation of compliance with this Code.

The infringement of the Code’s provisions by the employees represents a breach of the contractual obligations, and may determine, depending on the case and based on the provisions of the collective bargaining agreement:

the application of sanctions and disciplinary measures;
the application of fines and suspensions;
dismissal for misconduct;
compensation for damage.

As far as other Recipients are concerned, violations thereof shall be evaluated and sanctioned on the basis of the decisions taken by corporate bodies taking into account the contractual provisions in force.

In the event of breach of the provisions contained in this Code, may the corporate bodies also apply the sanctioning measures set forth by the Organization, Management and Control Model adopted by the Company in compliance with the Decree.

Recipients who become aware that other Recipients did infringe this Code or the Organization, Management and Control Model referred to in the Decree, are bound to promptly report (even anonymously if they believe) the facts to the SB by e-mail to the following address: …

10.2. Core Principles

The sharing, diffusion and application at any level of the rules and behaviour principles set forth in this Code represent the total commitment of the Company.

Nobody should ever assume to be entitled to ignore the provisions of the Code, deeming that this is in the interest of the Company.

Nobody within the Company has the power to give orders or directives in breach of this Code.

10.3. Reference Structures

Each collaborator or employee has the obligation to promptly report to his/her Manager or to the Function in charge, and to the SB:

any non-compliance with this Code;
any request to breach the same, regardless of the subject who made it.

The Board of Directors or the Structure designated by the same:

ensures the maximum diffusion of the Code to corporate bodies, Managers and workers (employees and collaborators), providing the necessary support to interpret the provisions contained therein;
prepares communication and training programs aimed at getting a better knowledge and implementation of the Code;
takes part in the definition of the criteria and procedures aimed at reducing the risk of infringement of the Code, collaborating with the competent functions;
carries out the necessary verifications with respect to any notification of breach of the Code’s rules, also for the purpose of the application by the competent functions of the sanctioning measures due;
supervises the status of application of the Code within the branch offices of the Company.

11. Entry into Force

This Code of Ethics has been approved of by resolution of the Board of Directors on 31st May 2019.

The Board of Directors takes care of any amendment and/or integration to the provisions contained in this Code of Ethics.

Any substantial amendment will be communicated to the Board of Statutory Auditors, the Statutory Auditor, the SB, employees, collaborators, customers, suppliers and, in general, the market, in the forms deemed as the most appropriate for the purpose.

Attachments:

Code of Ethics signed