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Company ethical code

CONTENTS

  1. Foreword
    1. Introduction
    2. Purpose of the Company Code of Ethics
    3. Recipients
  1. Ethical principles
    1. Compliance with laws and regulations
    2. Correctness and honesty
    3. Impartiality
    4. Confidentiality
    5. Conflicts of interest
    6. Environmental protection
    7. Diligence and good faith
    8. Recording of activities
    9. Competition
    10. Rejection di every form of terrorism, subversion and criminal activity
  1. Specific standards of conduct
    1. Standards of conduct in relation to Staff and Business Partners
      1. Making best use of human resources
      2. Working relationships
      3. Finance, Administration and Audit
      4. Conflict of interest
      5. Gifts and benefits
    2. Standards of conduct in relation to Suppliers
    3. Standards of conduct in relation to Customers
    4. Standards of conduct in relations with the Administration/Civil Service
      1. Lawfulness, correctness and transparency in relations with the Administration
      2. Gifts and benefits
      3. Loans, contributions and subsidies
    5. Other stakeholders
      1. Market and competitors
      2. Political and trade union organisations
      3. Mass media
    6. Standards of conduct in relation to Health, Safety in the Workplace and Environmental Protection
      1. Health and safety in the workplace
      2. Protection of the environment
    7. Standards of conduct to protect the Public Faith
    8. Standards of conduct to protect Industry, Commerce and Copyright
    9. Standards of conduct in relation to the use of computing tools and data processing
      1. Data and information processing
      2. Use of IT resources
    10. Standards of conduct in relation to Financial Statements, Accounts and Statutory books
      1. The company’s conduct
      2. Accounts and statutory books
      3. Conflicts of interest
      4. Private bribery or corruption
      5. Correctness of transactions
      6. Methods of collection and payment
    11. Standards of conduct in relation to money laundering and offences against reputation
  1. Methods of implementation, control and penalties
    1. Communication and training
    2. Implementation and control
    3. Watchdog Body
    4. Compliance with the code and reporting
    5. Disciplinary system
      1. Purpose and characteristics
      2. Recipients and criteria of application
      3. Penalties and sanctions

1. Foreword

1.1. Introduction

DALLAN SPA (hereinafter referred to as the “Company”) is a company that is engaged in the design, manufacture and sale of machinery for machining and handling sheet metal. It also studies and produces custom-made plants to make punched and bent sheet metal products complete with assembly and packaging systems if requested.

1.2. Purpose of the Company Code of Ethics

The main objective of the Company is to maintain standards of excellence for the sector in which it operates; the company aims at continual improvement so that it gradually develops its activity and increases its visibility and presence both at home and abroad.

The Company is convinced that business ethics is of fundamental importance for a company if it is to operate well and be credible in respect of the shareholders, customers and suppliers and, more in general, of the entire economic and social context in which it is inserted.

The Company therefore intends transforming the knowledge and appreciation of the ethical values it holds into a competitive advantage and has therefore adopted this Company Code of Ethics (hereinafter referred to as “Code of Ethics” or also “Code”) for the purpose of preventing unlawful and irresponsible conduct and, at the same time, confirming and establishing in a document the principles of correctness, loyalty, integrity and transparency of conduct and the way of operating and conducting relationships, whether internal or external to the company, on which it bases its activity.

This document, approved by the Board of Directors, ratified by the Shareholders in general Meeting and formally adopted by the Company, establishes the ethical principles that must guide the actions of all recipients of the Code; it also gives indications and commitments of conduct expected from the whole organisation, from whoever works there and from whoever cooperates in a general way with it and in the different areas of work. These principles, indications and commitments are adopted to integrate the deontological restrictions inherent to the different professions working in and for the Company, as well as to current legislative provisions and established contractual agreements.

The Code of Ethics does not therefore intend describing in full how to behave specifically for every possible working situation. It aims instead at clarifying and stating a series of general principles and guidelines with which the recipients of the actual Code must comply in carrying out their working activities.

Should specific and precise provisions be lacking, each recipient is therefore duty bound to abide by (or ensure that that their staff, business partners and contacts abide by) standards of conduct that are fully in compliance with the principles indicated in this document and with current laws.

In setting out principles and rules of conduct, this Code of Ethics corresponds to the information regarding the administrative liability of legal persons to be found in Italian Legislative Decree 231/2001 and subsequent amendments and supplementations. On this basis, the Code of Ethics is an integral part of the Organisational and Operational Model adopted by the Company, as provided for in sections 6 and 7 of the same Legislative Decree.

1.3. Recipients

Recipients of the Code of Ethics are those who work for the Company: shareholders, directors, supervisory bodies, employees, trainees, agents, internal and external staff, business partners and consultants, who contribute to achieving the company’s objectives within the scope of its management and supervision, as well as the persons who, in any case, have contractual relationships with the Company (Partners and Suppliers).

Such persons must be familiar with the contents of the Code of Ethics and contribute to its implementation and to the dissemination of the principles it expounds in every activity they share and in every existing relationship with the Company.

Recipients of the Code of Ethics who breach the rules, harm the relationship of trust with the company, causing it damage, and will therefore be subject to the envisaged penalties or sanctions.

Application of the Code of Ethics is entrusted to the Administrative Body, which makes use of the corporate structures and, for the supervision, the Supervisory or Watchdog Body established in accordance with Italian Legislative Decree 231/2001 (hereinafter referred to as “Watchdog Body” or “WB”.)

2. Ethical principles

2.1. Compliance with laws and regulations

The essential principle for all recipients of the Code of Ethics is compliance with the current laws and regulations which govern their activity.

The Company guarantees an adequate training and awareness programme on compliance with laws and regulations and on the actual Code of Ethics.

In general recipients must:

  • perform the employment contracts, behave justly and fairly towards their co-workers, encouraging their professional growth and safeguarding occupational safety;
  • comply with the requirements of existing laws on safety at work;
  • behave fairly and correctly toward customers, suppliers and competitors;
  • comply with environmental legislation in force;
  • consider protection of the environment and prevention of every form of pollution a constant commitment;
  • maintain relationships with the Administration/Civil Service and with political parties guided by correctness and integrity;
  • comply with application of the specific existing standards, regulations and laws in their specific sector of activity.

If in doubt regarding the issues in question, recipients must inform and speak to their direct superior and the Watchdog Body.

2.2. Correctness and Honesty

The pursuit of Company interests can never justify conduct contrary to the principles of correctness and honesty.

The actions, transactions and conduct of those who work internally or on behalf of the Company must be guided, in form and in substance, by lawfulness, protection of the company and correctness.

This means that those who work internally or on behalf of the Company:

  • do not use information, assets or equipment available to them in carrying out their work for personal purposes;
  • do not accept or exert pressure, make recommendations or give indications which could harm the Company or create undue benefits for themselves, the organisation or third parties;
  • reject and do not make undue promises or offer money or other favours.

Low value gifts and presents and other ordinary and reasonable entertainment expenses are allowed, provided they are within such limits as not to jeopardise the integrity and ethical-professional correctness of the parties and, in any case, provided they can be considered usual in relation to the occasion. Any form of favour or gift, received or offered, which could be seen as a tool aimed at influencing the independence of judgement and of conduct of the involved parties, is therefore to be refused.

In relations with the Administration/Civil Service, gifts and entertainment expenses may only be made within the limits and in accordance with the methods defined in this document under paragraph 3.4.2.

If in doubt regarding gifts and entertainment expenses, recipients must inform and speak to their direct superior and the Watchdog Body.

2.3. Impartiality

In full compliance with the principle of good faith, recipients of the Code of Ethics act with impartiality in carrying out their activities and commit to guaranteeing the principle of independent judgement and the absence of any commercial or financial interest, which could lead to party conduct, favourable treatment and inequality of treatment.

In relations with all counterparts, there must be no form of discrimination based on age, race or ethnic origin, nationality, political opinions, religious beliefs, gender, sexuality or state of health of stakeholders.

2.4. Confidentiality

In conformity with the provisions of law, all recipients guarantee the confidentiality of information they hold, even after withdrawal or expulsion, in compliance with current laws on privacy and data security.

Recipients are forbidden to use confidential information for purposes unrelated to the performance of their professional activities.

More specifically, the information, data and knowledge acquired, processed and managed by recipients in carrying out their activities must remain strictly confidential and suitably protected and may not be used, communicated or disclosed, either inside or outside the Company, unless in compliance with current legislation and corporate procedures.

2.5. Conflicts of interest

In carrying out all their activities, every recipient endeavours to avoid incurring situations of conflict of interest, whether real or even just potential. In addition to those established by law, the possibilities of “conflict of interest” also include the case in which a person works to serve an interest other than that of the Company, that is to say, for his own benefit or that of a third party.

2.6. Environmental protection

In general, recipients must not harm the environment and must participate in and promote initiatives on environmental issues. To strengthen the duty of protecting the environment, all recipients are obliged to comply scrupulously with legal requirements and other directives on environmental and health protection and to adopt constantly correct and vigilant behaviour.

2.7. Diligence and good faith

All recipients must act loyally and in good faith, complying with contractually agreed obligations and guaranteeing the requested performance. All recipients must also be familiar with and comply with the contents of this Code of Ethics, basing their conduct on respect, cooperation and teamwork.

2.8. Recording of activities

All activities, actions, transactions and operations of all recipients must be:

  • carried out in compliance with existing laws, with maximum operational correctness, completeness and transparency of information and both formal and substantial lawfulness, with adequate traceability and recording of the same;
  • carried out in compliance with instructions, procedures and communications that have been imparted and within the limits of the powers received and of the budgets approved by the BoD or the Nominees thereof, as well as be lawful, consistent and appropriate.

Should recipients become aware of any omissions, alterations or falsification of accounting entries or of relative supporting documents, they must promptly inform their immediate superior or the head of the relevant house division and the Watchdog Body.

2.9. Competition

The Company believes in free, fair and correct competition and directs its actions at achieving competitive results which reward ability, experience and efficiency.

All and any action that could change the conditions of correct competition is contrary to the corporate policy and is forbidden for any person who acts on behalf of the company.

Under no circumstances do the interests of the Company justify conduct that does not comply with existing laws or is not in conformity with the rules of this Code.

Information regarding the Company and its activities must be truthful, clear and verifiable in all and every outgoing communication.

2.10. Rejection of every form of terrorism, subversion and criminal activity

The Company rejects every form of terrorism, activity for the purpose of subverting democratic rule or criminal conduct. It therefore adopts all suitable measures for preventing the risk of involvement in acts of terrorism or activities for the purpose of subversion or of organised crime.

To this end, the Company is committed not to establish any relationship of a working or commercial nature with persons – either natural persons or corporate entities – involved in acts of terrorism or in activities for the purpose of subversion of democratic rule or organised crime and not to finance or facilitate their activities in any way.

The company pays particular attention to the design, manufacture and marketing/sale of products that come under the dual-use law.

Furthermore, under no circumstances must Directors, Shareholders, Employees, Staff or Business Partners of the Company endeavour to induce a person summonsed before the judicial authorities to make statements for use in criminal proceedings, not to make such statements or to make false statements.

3. Specific standards of conduct

All actions and transactions of the Company must be adequately recorded and it must be possible to check the process of decision-making, authorisation and performance.

There must be adequate supporting documentation for every transaction so that checks, controls and audits can be carried out at any time to confirm the characteristics of and reasons for the transaction and to identify who authorised, carried out, recorded and checked the same transaction.

The Company avoids doing business with third parties whose participation in criminal or terrorist activities has been established or even only reasonably assumed.

3.1. Standards of conduct in relation to Staff and Business Partners

3.1.1. Putting to good use human resources

The Company acknowledges that human resources are of fundamental importance for its development. Management of human resources is based on respect for the reputation and professionalism of each individual.

On this basis the Company encourages a working environment which, guided by respect, correctness and cooperation, allows Shareholders, Employees, Staff and Business Partners to be involved and made aware of their responsibilities with regard to specific targets to be reached and the methods to achieve them.

Broadly speaking, Staff and Business Partners refers to:

  • those who carry out, also de facto, functions of management, direction or control/audit within the Company (Directors, Auditors, Executives, etc.)
  • employees, graded on the basis of legislation or the provisions of the applicable National Collective Labour Agreements;
  • all persons, including agents and business brokers, who, by virtue of a mandate, other contractual relationships of assignment of tasks or powers and other agreements, act in the name of or on behalf of or in the interest of the Company.

The Company offers equal opportunities to all staff and business partners on the basis of their professional qualifications and individual skills without any discrimination on the grounds of age, religion, ethnic or geographical origins or of trade union, political or sexual orientation. Through the relevant divisions, the Company therefore screens, recruits, remunerates and manages the human resources on the basis of criteria of merit and skill, in compliance with current collective labour agreements and the reward system adopted and established according to criteria of objectivity and reasonableness.

The personnel recruitment and selection manager, within the limits of the available information, adopts suitable measures to avoid favouritism, cronyism, nepotism or forms of patronage in the screening and recruitment stages.

3.1.2. Employment relationships

Personnel are recruited or appointed with legal contracts on the basis of a candidate’s relevant specific skills and profile assessed against company requirements for the vacancy and what is expected. No form of undeclared employment is allowed, either by the Company or by subsidiaries, suppliers, sub-contractors or business partners. The information requested at the time of selection and establishment of the employment relationship is strictly related to checking the aspects required by the psycho-aptitude and job profile, respecting the private sphere and the opinions of the candidate.

At the moment staff and business partners commence their activity, they receive comprehensive information about tasks and activities to be carried out, contractual and remunerative aspects, laws related to the field of activity, conduct for correct management of risks connected with corporate operations and the health and safety of personnel.

The granting of wage increases or other incentive measures and access to higher roles and appointments (e.g. promotions) are linked not only to the rules established by law and the collective agreement, but also to:

professional merits;

results achieved, measured on the basis of the internal personnel assessment system used by the Company;

the capacity to manifest behaviour based on the ethical principles of reference of the Company, given in this Code.

The working environment is based on mutual cooperation and encouraging teamwork with respect for the legal personality of each individual, without prejudices, intimidation or unlawful conditioning.

All staff and business partners must act with reasonable care so as to be always fully aware, for their area of responsibility, of the rights and obligations of the Company arising from provisions of law, contracts or relations with the Administration/Civil Service and must not engage in any conduct that could harm in any way at all the interests of the Company.

All staff and business partners shall also be responsible for protecting, preserving and defending the assets and resources of the Company with which they will be entrusted within the scope of their activity and must use them in an appropriate manner consistent with corporate interests. The Company demands that all staff and business partners work to the highest quality and safety/security standards and that their conduct in performing their task is correct and transparent, in compliance with the rules established in this Code of Ethics, in the Model pursuant to Italian Legislative Decree 231/01 and in conformity with organisational procedures and operating instructions adopted by the Company.

More specifically, such conduct must be adopted in relation to any request made by shareholders, the Board of Statutory Auditors, other House Organs appointed to the statutory audit and the internal audit as well as the independent auditor when they are performing their respective institutional duties.

3.1.3. Finance, management and audit

In preparing the accounting documents and information, in reports or in other corporate notices required by law and addressed to the shareholders, the public or the independent auditor, as well as in every record related to management, staff and business partners must abide by the strictest principles of transparency, correctness and truthfulness.

3.1.4. Conflict of interest

All staff and business partners must ensure that every decision made within their sphere of activity is taken in the interest of the Company and is conformant with the plans and the guidelines of the House Organs. Any situation of conflicts of interest between personal or family economic activities and corporate positions held should therefore be avoided.

At the time of audits and inspections by the relevant public Authorities, staff and business partners, each in relation to their duties, must have an attitude of maximum willingness to cooperate with the inspecting and auditing authorities without obstructing the latter’s functions in any way whatsoever.

3.1.5. Gifts and benefits

It is allowed to extend acts of commercial courtesy, such as gifts or forms of hospitality, provided they are duly and previously authorised, if and when they are of nominal value, and in any case such that they cannot be interpreted by an impartial observer as intended to obtain a benefit, even if not economic, contrary to peremptory norms, regulations and the principles of this Code.

It is not allowed to offer, either directly or indirectly, to third parties, private individuals or representatives of the Administration/Civil Service, gifts and benefits (money, objects, services, favours or other advantages) not directly attributable to normal courtesy relationships. More specifically, it is forbidden to give anything whatsoever to Italian or foreign public officials/civil servants or to the family thereof, with the intent of influencing their independence of opinion.

More specifically, staff and business partners, as specified more clearly in paragraph 3.10.4 herebelow, must not make and must refuse payments which could establish unlawful conduct in breach of laws, regulations and the principles of this Code.

Staff and business partners who receive gifts, presents or benefits not of nominal value, or receive requests for gifts, presents and benefits not of nominal value, must report the fact promptly to the Watchdog Body, which will work in coordination with the Administrative Body of the Company to take suitable measures.

3.2. Standards of conduct in relation to Suppliers

Relationships with suppliers, including relations of a financial and consulting nature, are subject to the principles contained in this Code and are constantly and conscientiously monitored by the Company.

The Company only makes use of suppliers who operate in conformity with current legislation and the rules set out in the Code.

The Company informs suppliers that it has adopted the Model pursuant to Italian Legislative Decree 231/01 and this Code of Ethics and that familiarity with and observance thereof is an express contractual obligation.

Recipients who purchase any goods and services, must always act in compliance with the principles of correctness, cost effectiveness, quality and lawfulness, operating with all reasonable care.

Supplier selection and the fixing of the terms of purchase are based on formalised procedures and on an objective evaluation of the quality, the price of the products and services on offer, as well as the ability to supply and guarantee prompt services and products at a level that is adequate for the needs of the Company. Under no circumstances must one supplier be preferred over another one because of personal relations, favouritism or benefits other than those in the exclusive interest and to the exclusive benefit of the Company.

It is also forbidden to pay outside professionals and business partners any consideration which cannot be adequately justified in relation to the type of assignment to be carried out and to current accepted practice in the local area.

In its commercial relations and on the basis of public or readily available information, the Company is committed:

  • not to have relations with persons involved in illegal activities, in particular connected with crimes and offences under Italian Legislative Decree 231/2001, and in any case with persons lacking the necessary commercial qualifications;
  • not to establish financial and commercial relations with persons who, even indirectly, hinder human development and contribute to breaching fundamental human rights, as well as all those, in general, lacking the necessary requirements of commercial honesty and reliability;
  • to avoiding transactions with companies that breach the laws concerning health and safety in the workplace and the standards and laws on environmental protection.

Payment to suppliers must be in proportion to the service or performance indicated in the agreement and payments may not be made to a person other than the contractual party, or in a country other than that of the contractual parties.

Suppliers of machinery and equipment must also be selected on the basis of the conformity of supplies with legislation and standards on occupational safety and health.

Supplies of personal protection equipment and in any case general safety and prevention devices will be conformant with the obligations concerning certification and fitness for purpose, both general and specific, in relation to the recommended use.

Within the scope of tenders, works and skills contracts or supply contracts, prior to assigning to a third party activities to be carried out within the Company or activities falling under the production cycle of the latter, the technical-professional qualifications of the third party are checked, after which the specific legal obligations concerning occupational safety and health are fulfilled.

The Company is committed to complying with any industrial property rights held by suppliers and third parties over materials, products, processes and designs used by the Company to perform its activities.

It is not allowed to offer, either directly or indirectly, gifts and benefits (money, objects, services, payments, favours or other advantages) not directly attributable to normal courtesy relationships, to third parties or private individuals.

3.3. Standards of conduct in relation to Customers

In carrying out its activity the Company prioritises customer satisfaction and protection, paying attention to the requests that could help improve the quality of the products or services provided.

With regard to customer relations, the Company ensures correctness and clarity in commercial dealings and in undertaking contractual commitments, as well as correct and meticulous contractual fulfilment, taking care that the supplied products and services have all the characteristics and qualities promised and declared to the customer.

In conducting business with customers, Recipients of the Code of Ethics must offer adequate conditions for each type of customer, establishing consistent treatment for customers who are in the same conditions and in any case in conformity with typical market practices in the sector. The type of offered conditions must not be influenced by factors linked to relationships of a personal nature between employees or top management and customers.

The company is committed to respecting the right of consumers not to receive products that are harmful for their health and to provide complete information regarding the supplied products.

Recipients must therefore provide precise and complete information on products and services and be truthful in advertisements or other kinds of notices so that customers and consumers may make aware decisions.

3.4. Standards of conduct in relations with the Administration/Civil Service

3.4.1. Lawfulness, correctness and transparency in relations with the Administration

The Company adopts a profile in its relationships with the Administration based on maximum transparency and correctness as well as lawfulness.

To this end and as far as possible, the Company will avoid entrusting the task of taking care of the various relationships with the Administration to a single person, based on the supposition that a number of stakeholders and divisions makes it possible to minimise the risk of interpersonal relationships that are inconsistent with the wishes of the Company. Applying the preceding principle, in relations concerning inspections and authorisations, the Company encourages the presence of a number of corporate representatives, always based on the supposition that this allows the aforesaid risk to be minimised.

Conduct in relationships with public officials must not influence, either directly or indirectly, the decision of the counterpart in an incorrect way. More specifically, it is not allowed to offer opportunities of work or sales that could benefit even indirectly Administration employees.

Should the Company use consultants to be represented or to receive technical-administrative assistance in relations with the Administration, such persons must comply with the directives given to corporate employees. The Company will give preference to criteria of professionalism and correctness in choosing said consultants, assessing with extreme care and caution the establishment of relationships of cooperation with those persons who have had an employment relationship with the Administration or are related to certain officials.

3.4.2. Gifts and benefits

The Company censures any behaviour by anyone, which consists of promises or offers of gifts and benefits (money, objects, discounts, services, payments, favours or other advantages) made directly or indirectly to Public Officials or Public Service employees, whether Italian or foreign, or their relatives, from whom an undue or unlawful interest or benefit could be obtained. Such conduct is considered an act of bribery or corruption by whoever behaves in such a way.

More specifically, it is forbidden to promise or offer any gift or benefit to:

  • obtain more favourable treatment in any relations with the Italian or foreign Administration;
  • induce Public Officials/Public Service employees, whether Italian or foreign, to use their influence on other persons belonging to the Italian or foreign Administration.

Gifts or acts of courtesy and hospitality to representatives of the Administration are only allowed to the extent in which their nominal value does not jeopardise the integrity, independence and reputation of either of the parties.

3.4.3. Loans, contributions and subsidies

All requests to public bodies or institutions, whether national or EC, for grants, contributions, loans and allowances are made in compliance with the applicable laws and in particular, with the principle of separation of tasks, recording and precise documentation; once disbursed they can only be used for the purposes for which they were allocated.

Under no circumstances must Recipients of the Code of Ethics:

  • submit untruthful declarations or forged documents, or omit information that needs to be given to local, regional, national or community Public Corporations and Bodies for the purpose of obtaining public grants, contributions or loans, or to obtain certificates, permits, licenses or other administrative documents;
  • for the same purposes, portray in a deceitful way to contact persons of Public Institutions and Corporations, facts, situations or conditions that do not correspond to reality;
  • destine sums received from local, regional, national or community Public Corporations and Bodies by way of grants, contributions or loans, for purposes other than those for which they have been granted;
  • give or promise money, assets or other benefits to contact persons of Public Institutions and Corporations for the purpose of unjustifiably acquiring services or other work for the Company, obtaining loans, acquiring or maintaining certificates and permits or for passing an audit or assessment.

3.5. Other stakeholders

In addition to the stakeholders already taken into consideration, the Company has relations with other persons or bodies and institutions with whom the following rules of conduct are established.

3.5.1. Market and competitors

The Company is in favour of guaranteeing maximum competitiveness on the market and therefore develops its own commercial policy in full compliance with all current laws and regulations on competition.

The Company believes in free and fair competition and bases its actions on achieving competitive results which reward ability, experience and efficiency.

Any action intended to change the conditions of correct competition is contrary to the Company’s business policy and may not be engaged in by any person who acts on its behalf.

Under no circumstances can the interests of the Company justify conduct that does not comply with current laws or the rules of this Code.

Shareholders, Employees, Officers, Staff and Business Partners must not behave in a manner that is contrary to correct and fair competition between businesses.

Commercial and trade relations with Clients and Contractors must be based on principles of honesty, transparency and good faith. The Company guarantees that the clauses of contractual agreements are worded clearly and understandably, maintaining a condition of parity between the parties.

The Company adopts all the necessary precautions to combat the laundering, receiving and use of stolen or dirty money, goods or any other thing of value. Company Directors, Officers, Shareholders, Employees, Staff and Business Partners are in any case obliged to comply with and apply Italian and community anti-money laundering laws and to report any situation that could be an offence of this nature to the relevant Authorities.

3.5.2. Political and trade union organisations

Any relationships with political and trade union organisations are reserved for the corporate divisions authorised to establish and manage such relations on the basis of assigned corporate duties as well as all that is set out in directives and procedures in force at the time.

3.5.3. Mass Media

Information concerning the Company and addressed to the media may only be disclosed by the corporate divisions delegated to do so, in compliance with current protocols and procedures. Whenever Staff and Business Partners are asked for information or interviews, they must duly inform the division responsible for such matters and receive appropriate and prior authorisation. In any case information given to the outside world must be truthful, transparent and reflect the image and strategies adopted by the Company.

3.6. Standards of conduct in relation to Health, Safety in the workplace and Environmental protection

3.6.1 Health and safety in the workplace

The Company assures its employees and business partners that their activity is carried out in suitable working environments to protect their health, safety as well as physical and moral integrity, in conformity with current laws and regulations. It is committed to responsible and safe conduct and adopts all the safety measures required by technological progress designed to guarantee a safe and healthy working environment, for the specific purpose of preventing offences of manslaughter or culpable homicide and grievous and critical accidental injury committed in breach of safe working practices and laws for the protection of health and safety in the workplace. The Company therefore fulfils all the legal obligations as set out in section 30 of Italian Legislative Decree 81/2008 (Consolidation Act on Health and Safety).

In this respect the Company guarantees that duties are established and assigned to officers with the necessary technical skills and powers for checking, assessing, managing and controlling the risk.

Under no circumstances must the conduct of employees, consultants, staff or business partners, whether taken individually or collectively, constitute, either directly or indirectly, the subject matter of an offence committed in breach of safe working practices and laws for the protection of health and safety at work (section 25-septies of the Decree).

More specifically, the Company is committed to:

  • implementing every suitable measure to prevent and minimise risks for the health and personal safety of employees and third parties who are providing work or services for the Company;
  • making constant adaptations to conform to health and safety legislation;
  • developing training programmes and information for employees to encourage their involvement and awareness on matters of Health and Safety;
  • monitoring the effective application of corporate procedures on protection of health and safety at work;
  • encouraging information activities addressed to external companies to whom work/services contracts may be granted, so that they perform suitably on matters of Health and Safety at work;
  • guaranteeing compliance with legislation on work organisation, with particular reference to working hours as well as daily and weekly rest periods of employees.

Whoever finds any lack or inadequacy of the work places and equipment, or of the protective devices made available by the Company or, in any case, any other hazardous situation connected with occupational health and safety, must promptly and properly report the fact to those in charge (RSPP [Health and Safety Officer], RLS [Workers’ Safety Representative] and Supervisors) or to the WB.

The Company programmes prevention, striving for a coherent body of information which incorporates know how, organisation, working conditions, social relations and influence of working environment factors.

The Recipients of this Code, and in particular the Employer and any delegates and sub-delegates thereof, Managers, Supervisors, Workers, Health and Safety Officer, Occupational Health Physician and the Workers’ Safety Representative, contribute to the process of risk prevention and protection of health and safety for themselves, colleagues and third parties, without prejudice to individual obligations and responsibilities in accordance with the applicable provisions of law.

The use of alcoholic substances or narcotic drugs is forbidden in general within the scope of corporate activities.

Neither is smoking allowed in the workplace.

3.6.2 Protection of the environment.

The environment is a primary asset of the community, which the Company wishes to help protect. To this end, it programmes its activities seeking a balance between economic and environmental requirements, in compliance with applicable laws and regulations, offering maximum cooperation to the public authorities assigned to checking, overseeing and protecting the environment.

Recipients of this Code contribute, in carrying out corporate business operations, to fully protecting the environment. More specifically, they will pay maximum attention to ensuring current applicable legislation is observed and that unlawful discharges, emissions, immissions and dumping are avoided. Corporate waste is managed in conformity with current provisions and regulations.

3.7. Standards of conduct to protect the Public Faith

Officers, Shareholders, Employees, Staff and Business Partners of the Company are forbidden to put into circulation counterfeit or falsified banknotes, coins, public papers, official stamps and revenue stamps.

All those, who in fulfilling the functions they are assigned within the company, make or receive payments in cash, must comply with all the relevant provisions set out in the internal procedures.

Should they have any doubt about the authenticity of coins or banknotes or public papers or revenue stamps they have received, they must inform the relevant corporate bodies without delay so that the latter can report the same to the competent authorities and if necessary to the Watchdog Body should it be advisable to check whether the fact could be attributed to any breach of Company procedures.

This same standard of conduct also applies to those who, even only by chance, become aware of conduct that is harmful for the business during or on the occasion of carrying out their activity within the Company.

3.8. Standards of conduct to protect industry, commerce and copyright

The Company is committed to ensuring compliance with the regulation on protection of fair trading and adopts as a principle of the essence compliance with the ban, imposed by law, on marketing/selling products whose origin, source, quality or quantity is other than that declared or agreed, or which are not authentic.

The Company is also committed not to use or market/sell products with counterfeit or falsified marking of the origin, source and composition of the product.

The Company is also committed to ensuring compliance with the law on the protection of trademarks, patents, industrial designs and other distinguishing marks, as well as compliance with current copyright laws.

The Company is also committed not to use works protected by the rights of others without appropriate permission by the author or designer.

The Company is committed to fully complying with copyright laws and obligations on the protection of creative works.

More specifically, Officers, Shareholders, Employees, Staff and Business Partners must not:

  • publish copyright articles or other copyright works on the company’s website;
  • photocopy, duplicate or distribute parts of copyright texts (books or articles);
  • use copyright texts, images or films for company promotional purposes;
  • publicly broadcast copyright musical excerpts or publicly screen copyright videos or films (or parts thereof) on the occasion of public events organised by the Company or by its operating units.

The Company is also committed to using symbols, logos, trademarks and identification marks of other organisations, bodies or institutions only if there is explicit permission for such use and only within the limits and in the forms specified by the same permission.

The Company’s own logos and identification marks (first and foremost the headed notepaper) must be used appropriately in a way that is consistent with the needs and interests of the Company.

3.9. Standards of conduct in relation to the use of computing tools and data processing

3.9.1. Data and information processing

The Company adopts suitable measures for ensuring correct use of the computer or telematic services so as to guarantee the integrity and authenticity of the processed data, for the protection of Company and third party interests.

The Company is committed to protecting privacy and guaranteeing confidentiality in processing the personal data it holds and especially sensitive data, in conformity with current legislation. The sensitive data of personnel or other stakeholders is acquired, processed and stored in accordance with established procedures designed to prevent unauthorised persons from gaining knowledge thereof. Disclosure of data and information to the outside must be carried out by the relevant corporate divisions in compliance with the law and principles of transparency and truthfulness.

More specifically, all data and information sent to the Administration/Civil Service must be truthful, correct, transparent and complete and must be produced and disclosed in accordance with company organisational procedures and relative authorisation processes.

The Company pursues the protection of all business data and information (including those concerning trade and sales, projects and designs, tests and samples); Recipients must therefore not disclose such data or information to a third party unless they are already in the public domain or easily accessible to experts and operators in the sector.

3.9.2. Use of IT resources

With regard to the use of the IT systems, every employee is responsible for the security of the systems used and is subject to the legislative and statutory provisions in force and to the conditions of license agreements.

Without prejudice to all that is provided for under civil and criminal laws, misuse of company assets and resources includes the use of networking for purposes other than those applicable to the employment relationship and those defined in the documents for the processing of personal data, in accordance with all that is required by law or, in any case, established and adopted by the Company, also with regard to use of computing tools and the Internet.

Employees, members of the house organs as well as staff and business partners are committed not to use assets or IT equipment or any other information that they possess for official reasons, for private interest or purposes.

The Company therefore forbids and never engages in the improper use of computing tools which may give rise to the perpetration of offences comprising malicious hacking, unlawful interception, obstruction or interruption of computer or telematic communications, damage to information, data and computer programmes, whether private or also used by the State or by other public agency or body or in any case of public utility, and damage to computer or telematic systems whether private or of public utility.

The unauthorised possession and distribution of codes of access to computer or telematic systems, the distribution of computer equipment, devices or programmes intended to damage or interrupt a computer or telematic system, as well as the installation of equipment designed to intercept, obstruct or interrupt computer or telematic communications are also absolutely forbidden.

All data and information stored in the company computer and telematic systems, e-mail messages included, are the property of the Company and should be used solely for carrying out corporate activities in accordance with the methods and within the limits indicated by the Company.

3.10. Standards of conduct in relation to Financial Statements, Accounts and Statutory Books

3.10.1. The company’s conduct

The Company considers that its conduct must always comply in form and in substance with the law. The free determination of the Shareholders’ meeting is protected, transparent and reliable behaviour is adopted also toward creditors, the integrity of the company’s capital and the non-distributable reserves are protected and the corporate attitude is based on maximum cooperation with the Authorities appointed for audits or inspections.

When carrying out company business or activities that in any case have even an indirect effect on the same, the Recipients of this Code must avoid any form of association which in any way serves to perpetrate a fact constituting an offence.

3.10.2. Accounts and statutory books

The Company censures any behaviour intended to alter the correctness and truthfulness of the data and information contained in the financial statements, the reports or the other corporate notices contemplated by law and addressed to the shareholders, the public and persons who conduct the audit.

All persons called upon to prepare the aforesaid documents are obliged to check, with due diligence, the correctness of the data and information, which will then be assimilated into the drawing up of the aforementioned documents.

The Company adopts suitable administrative accounting procedures to ensure an easy and immediate check with regard to:

compliance with the accounting standards issued by the Italian Accounting Profession [Consigli Nazionali dei Dottori Commercialisti e dei Ragionieri] as well as with international accounting standards;

compliance, by persons delegated to special functions, of the contents, each according to their powers or authority.

The bodies appointed to drawing up the financial statements and the corporate notices must carry out their activity in compliance with the procedures set out in the organisational model, basing their work on the principles of correctness and good faith, in other words acting with normal reasonable care. Situations, even only potential, of conflict of interest must also be avoided within the scope of carrying out the functions delegated to the same.

It is forbidden to behave in any way with the intention of harming the integrity of the corporate assets.

It is forbidden to carry out any sham or fraudulent act that is aimed at influencing the vote of the members of the shareholders’ meeting to obtain the irregular formation of a majority or a different resolution.

All stages related to the shareholders’ meeting, such as the notice of call and the filing of every document deemed pertinent for the resolution to be passed by the shareholders, must be scrupulously checked.

It is forbidden to spread false news inside or outside the Company concerning the company itself, its employees, staff, business partners and third parties who work for the same. The managing director, directors, executives, staff, business partners and employees are obliged to treat the information and documents acquired in carrying out their duties as confidential and not to use them for their own benefit.

The conduct of persons appointed to send documents and information at the time of audits and inspections by the relevant public authorities, must be based on principles of good faith and correctness, being obliged to perform their task with due diligence. Such persons must also have an attitude of maximum willingness to cooperate with the inspecting and auditing authorities.

Under no circumstances should the functions of the public supervisory authorities, which come into contact with the Company through their institutional functions, be obstructed.

3.10.3. Conflicts of interest

Recipients of the Code of Ethics must avoid all situations and activities where there could be a real or even just potential conflict of interest between personal economic activities and the assigned tasks in the employer structure.

It is not allowed to pursue own interests to the detriment of company interests, nor to make unauthorised personal use of corporate assets; without prejudice to the foregoing, Directors may not have personal interests, either directly or indirectly, with competitor companies, customers, suppliers or persons assigned to account certification without giving prior notice thereof to the Watchdog Body, which will consequently monitor the situation, informing the Administrative Body when appropriate.

All directors must inform the other directors and the Board of Auditors of all and any interest which, on their own behalf or of third parties, they have in a certain transaction of the company, specifying the nature, terms, origin and scope thereof. In the case of the Managing Director, he/she must also abstain from carrying out the transaction and assign the Board of Directors to do so. In such cases the Board of Directors must adequately justify in its resolutions the reasons and benefit of the transaction for the company.

3.10.4. Private bribery or corruption

In full compliance with the foregoing principles, the Company is committed to preventing and obstructing all and any form of fraudulent conduct (mala gestio)connected with departure from good company practice.

To this end the Company, in full compliance with all that has been introduced with section 2635 of the Italian Civil Code cross-indexed as “Corruzione tra privati” (Private bribery) as per sub-paragraph s-bis of section 25-ter of Italian Legislative Decree 231/01, censures any conduct intended to alter the correctness and transparency of trade relations between companies and more specifically forbids Recipients to give or promise money or other undue advantage to directors, general managers, executives responsible for the preparation of corporate and accounting documents, statutory auditors and liquidators of another company so that they act or omit to act, in breach of the duties relating to their office or in breach of the duty of loyalty incumbent upon them, in order to obtain a benefit for the Company. The rationale underlying the provision is the need to repress the forms of mala gestio connected with departure from good company practice (e.g. the Commercial Officer gives or promises money or other undue advantage to the Purchasing Officer of another company so that the latter chooses the former’s company as supplier, overstating the price to recover the cost of the undue advantage or of the money given or promised

3.10.5. Correctness of transactions

All operations and transactions, taken in the widest sense of the term, must be authorised and recorded in compliance with the principles of correctness, honesty and impartiality. Company staff and business partners are obliged to operate with due diligence to ensure that the activities carried out are supported by the authorising procedures and by documentary and computer confirmation.

The Company encourages the principle of correct conduct in business activities. Conduct which facilitates, also with the possible cooperation of third parties, activities of laundering, receiving and use of stolen or dirty goods or other thing of value, either nationally or internationally, is forbidden.

3.10.6. Methods of collection and payment

Collection and payments must be made, where possible, preferably through bank transfers or cheques; collection or payment made in cash must always be documented.

3.11. Standards of conduct in relation to money laundering and offences against reputation

The Company gives considerable importance and value to the principles of democratic rule and of free political will. For this reason it censures use of its resources for the financing and execution of any activity intended to achieve terrorist objectives or subversion of the democratic rule.

The Company avoids any conduct that could constitute or could be connected with transnational crimes concerning association to commit offences, also of mafia-type activity, laundering, receiving and use of stolen or dirty goods, money or other thing of value.

More specifically, the Company is committed to:

  • checking the regularity of payments to all counterparts, also by checking that the person to whom the order is destined corresponds to the person who collects the relative sums;
  • checking that all the necessary information regarding the commercial/professional reliability of suppliers, consultants and partners has been requested and obtained.

The Company also recognises the protection of personal physical integrity, of freedom and of reputation is of primary value. Within the scope of current legislation, the Company is therefore committed to adopting the most suitable safeguards and supervisory measures to prevent any possible conduct intended to perpetrate offences against the person and only uses suppliers who adopt the same measures and behave likewise.

All staff, business partners, customers or suppliers who, in carrying out their own activity, become aware of the perpetration of deeds or conduct as specified above, must immediately inform the Company, their superiors if applicable and the Watchdog Body.

4. Methods of implementation, control and penalties

4.1. Communication and training

The Code of Ethics is brought to the attention of the parties concerned, both inside and outside the Company, through special communication activities.

Adequate awareness and understanding of the Code of Ethics by all personnel is ensured in-house through information and training programmes established in accordance with the rules set out in the corporate Organisational, Operational and Auditing Model of which the Code of Ethics is an integral part.

It is the duty of every employee to consult their direct superior for any explanation related to the interpretation or application of the rules of conduct contained in the Code of Ethics.

4.2. Implementation and control

In compliance with current legislation and with a view to planning and managing business activities aimed at efficiency, correctness, transparency and quality, the Company adopts suitable organisational and operational measures to prevent conduct that is unlawful or in any case contrary to the rules of this Code by any person who acts on behalf of the Company.

Due to the scope of the activities and the internal organisation, the Company may adopt a system of delegation of powers and functions with the assignment of specific tasks to persons with suitable skills and expertise.

The company adopts and implements organisational and operational models which contain suitable measures for guaranteeing that activities are carried out in conformity with the law and the rules of conduct of this Code, and for revealing and promptly eliminating situations of risk.

Application of the Code of Ethics is assigned to the Chairman of the BoD, who uses the Watchdog Body, set up purposelyin accordance with Italian Legislative Decree 231/2001 and to which the following tasks are entrusted:

  • monitoring compliance with the Code and dissemination of the same among all Recipients;
  • checking all reports of breach of the Code and informing the relevant house organs and divisions of the results of the checks so that penalties or sanctions may be applied if necessary;
  • proposing amendments to the contents of the Code to adapt it to the ever-changing environment in which the company operates and to the needs arising from the organisational development of the same.

4.3. Watchdog Body

The Code of Ethics represents a general unwaivable principle of the Organisational, Operational and Auditing Model adopted by the Company. The Body assigned to monitoring correct and precise application of the Model as well as compliance with the principles of this Code of Ethics is therefore the Watchdog Body, which suitably coordinates its work with the relevant house organs and divisions.

While carrying out its functions the Watchdog Body has free access to corporate business data and information useful for accomplishing its activities.

The house organs and their members, employees, consultants, staff, business partners and third parties who act on behalf of the Company are obliged to give their utmost cooperation in facilitating the work of the Watchdog Body.

4.4. Compliance with the code and reporting

The house organs and their members, employees, consultants, staff, business partners and third parties who act on behalf of the Company must promptly report to the Watchdog Body:

  • any breaches or inducements to breach laws or regulations, requirements of this Code of Ethics, internal procedures or parts of the Model;
  • all and any irregularity or negligence in the keeping of the accounts, keeping of the relative documentation as well as in fulfilling the internal accounts and management reporting obligations;
  • any requests for clarification on the assessment of the correctness of own or others’ conduct as well as possible failings of this Code of Ethics or proposals for amendment or additions to the same Code of Ethics.

To facilitate reporting to the WB by persons who become aware of even only potential breaches of the Model, the Company activates the following dedicated channels of communication:

  • e-mail box (odv@dallan.com)

Reports are kept by the Watchdog Body in accordance with the methods indicated in its Regulations and Rules of Procedure. The confidentiality of the identity of whoever has made a report is also assured, except for legal obligations.

4.5. Disciplinary system

4.5.1 Purpose and characteristics of the disciplinary system

The purpose of a specific disciplinary system, pursuant to Italian Legislative Decree 231/01, suitable for the application of penalties or sanctions for the failure to comply with the instructions set out in the Organisational Model in accordance with Legislative Decree 231/01 and the Code of Ethics, which forms an integral part thereof, is:

  • to ensure the effective implementation of the same Organisational Model, including the Code of Ethics;
  • to enforce the supervisory action of the Watchdog Body.

Application of the disciplinary system for the above purposes and of the relative penalties and sanctions is independent of the carrying out and results of any criminal proceeding brought by the Judicial Authorities, should the behaviour subject to censure and penalties be an offence included in the cases envisaged by Legislative Decree 231/01. The rules of the Organisational Model and the Code of Ethics are adopted completely independently by the Company.

4.5.2 Recipients and criteria of application

All recipients of the Organisational Model and the Code of Ethics are subject to the Company’s disciplinary system in accordance with Italian Legislative Decree 231/01, and more specifically:

  • Shareholders and Working Shareholders;
  • Employee Workers;
  • Voluntary Workers and Trainees;
  • Top Executives;
  • Directors and Statutory Auditors;
  • Agents, business brokers and all persons who have contractual relationships with the Company (Business Partners, Partner Organisations, Consultants, Suppliers and Contractors);
  • Members of the Watchdog Body.

The Company informs all recipients of the existence of the disciplinary system, making it accessible in the individual spaces on the corporate intranet.

Sanctions or penalties are applied in accordance with a scaling principle, which takes into account the seriousness of the offence and considers the peculiarities arising from the legal status of the person against whom action is being taken.

More specifically, the penalties or sanctions are applied on the basis of the following criteria:

  • the degree of intentionality of the breaches committed;
  • the level of negligence, imprudence or inexperience related to the breaches committed;
  • any cases of recurrence or perpetration of a number of offences;
  • the extent and seriousness of the consequences;
  • the overall conduct of the person who has committed the breach;
  • the type of tasks and duties assigned the person;
  • the position held or the assigned responsibilities;
  • the type of contractual relationship that binds the person to the Company.

4.5.3 Penalties and sanctions

Breach of the provisions of this Code of Ethics will constitute a disciplinary offence and infringement of the contractual relations of the employment or functional or professional services relationship, with every consequent effect of law and of contract, also pursuant to sections 2104 and 2105 of the Italian Civil Code; any breach may also constitute just cause for disqualification of directors and statutory auditors.

In respect of employees, it will entitle the company to apply the disciplinary sanctions set out in the national collective labour contract, as well as those contained in the Organisational, Operational and Auditing Model in accordance with Italian Legislative Decree 231/2001, adopted by the Company and which should be referred to for details of the disciplinary system. Should a business partner, freelance worker, supplier or other person having contractual relationships with the Company breach the ethical rules, the established penalty or sanction is termination of the contract or agreement, as provided for by the express defeasance clauses in the supply, procurement or cooperation contracts or agreements.

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