1 Foreword

1.1 Introduction

DALLAN SPA (hereinafter the ‘Company’ ) is a company that deals with the design, production and trade of machines for sheet metal processing and handling. It also designs and manufactures customized plants for punched and bended sheet metal products complete with any packaging and wrapping systems.

1.2 Purpose of the Code of Ethics

The company’s main objective is to maintain the standards of excellence in the sector in which it operates; the company strives for continuous improvement in order to progressively develop its business and increase its visibility and presence in the national and international territory. It is also for this reason that the company is certified ISO 9001, ISO 45001 and ISO 14001.

It is the Company’s conviction that ethics in entrepreneurial activity is a fundamentally important approach for the proper functioning and credibility of a company towards its shareholders, customers and suppliers and, more generally, towards the entire economic and social context in which it is embedded.

The Company intends to turn the knowledge and appreciation of the ethical values to which it relates into a competitive advantage and has, therefore, adopted this Code of Business Ethics (hereinafter referred to as the ‘Code of Ethics’ or ‘Code’), in order to prevent unlawful and irresponsible conduct and, at the same time, to confirm and set out in a document the principles of fairness, loyalty, integrity and transparency of behaviour, of the way it operates and of the conduct of relations, both internal and with third parties, on which it bases its business.

This document, approved by the Board of Directors, and formally adopted by the Company, sets out the ethical principles that must guide the actions of all the addressees of the Code; it also establishes indications and commitments of conduct expected by the entire organisation, by those who work in it and by those who collaborate with it at a general level and in the various areas of intervention. These principles, indications and commitments are undertaken to supplement the deontological constraints of the various professions working in and for the Company, the provisions of the laws in force and the contractual agreements established.

The Code of Ethics is not intended, therefore, to describe exhaustively all the specific conduct to be implemented in each possible operational situation. Rather, it aims to clarify and specify a series of principles and general guidelines to be followed by the addressees of the Code in carrying out their work activities.

In the absence of specific and particular provisions, each of the addressees therefore has a duty to abide by (or to ensure that his or her collaborators and interlocutors abide by) standards of conduct that fully comply with the principles set out in this document and with the laws in force.

In setting out principles and rules of conduct, this Code of Ethics corresponds to the indications concerning the administrative liability of legal persons contained in Legislative Decree 231/2001 and subsequent amendments and additions. On this basis, the Code of Ethics turns out to be an integral part of the Organisation and Management Model of the Company, provided for in Articles 6 and 7 of the same Legislative Decree.

Moreover, again in compliance with the provisions of the law, the Company has complied with the EU Directive 2019/1937 of the European Parliament and implemented in Italy by Legislative Decree No. 24 of 10 March 2023 on Whisteblowing, making the reporting channels accessible to persons inside and outside the organisation through the website www.dallan.com and further integrating the necessary procedures into the ISO 9001 system for internal persons.

1.3 Addressees

The addressees of the Code of Ethics are all those who work for the Company: shareholders, directors, supervisory bodies, employees, trainees, agents, collaborators and internal and external consultants who contribute to the achievement of the Company’s objectives within the scope of its management and supervision, as well as persons who have, in any case, contractual relations with the Company (Partners and Suppliers).

These individuals are required to be familiar with the content of the Code of Ethics and to contribute to its implementation and to the dissemination of the principles developed therein in every activity they share and in every relationship they have with the Company.

The Addressees of the Code of Ethics, who violate its rules, damage the relationship of trust with the company, causing it harm, and will therefore be subject to the sanctions provided for.

The application of the Code of Ethics is delegated to the Administrative Body, which avails itself of the company structures and, for control purposes, of the Supervisory Board established pursuant to Legislative Decree 231/2001 (hereinafter referred to as ‘Supervisory Board’ or ‘SB’).

2 Ethical principles

2.1 Compliance with laws and regulations

Every addressee of the Code of Ethics has as an inescapable principle the respect of the laws and regulations in force that govern its activity.

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

In general, the recipients commit themselves:

  • To apply labour contracts, to behave justly towards their employees, favouring their professional growth and safeguarding their safety at work;
  • To comply with the requirements of current legislation on safety in the workplace;
  • To adopt a fair and correct attitude towards customers, suppliers and competitors;
  • To comply with applicable environmental legislation;
  • To consider environmental protection and the prevention of all forms of pollution a constant commitment;
  • To maintain relations inspired by fairness and integrity with the public administration and political parties;
  • To comply with the application of the specific regulations and laws in force in its specific field of activity.

In the event of doubt regarding the issues in question, addressees must inform and address their direct superior and the Supervisory Board.

2.2 Fairness and Honesty

The pursuit of the Company’s interest can never justify conduct contrary to the principles of fairness and honesty.

The actions, operations and conduct of those who work within or on behalf of the Company must be inspired in form and substance by legitimacy, protection of the company and fairness.

This means that those working within or on behalf of the Company:

  • Does not use for personal purposes any information, property or equipment at his disposal in the performance of his duties;
  • Does not accept or make pressures, recommendations or reports, which could be detrimental to the Company or bring undue advantages to oneself, the organisation or third parties;
  • Responses and does not make undue promises or offers of money or other benefits.

Gifts and presents of modest value and other ordinary and reasonable entertainment expenses are allowed, provided they are contained within limits that do not compromise the integrity and ethical-professional correctness of the parties and, in any case, provided they can be considered customary in relation to the occasion. Therefore, any form of benefit or gift, received or offered, that may be intended to influence the independence of judgement and conduct of the parties involved shall be refused.

In dealings with the Public Administration, gifts and entertainment expenses may only be made within the limits and in the manner defined in this document in paragraph 3.4.2.

In the event of doubt concerning gifts and entertainment expenses, the addressees must inform and refer to their direct superior and the Supervisory Board.

2.3 Impartiality

The addressees of the Code of Ethics, in full respect of the principle of good faith, operate with impartiality in the exercise of their activities, committing themselves to guarantee the principle of independence of judgement and the absence of any interest, both commercial and financial, that may lead to biased behaviour, favourable treatment and unequal treatment.

In relations with all counterparts, any form of discrimination based on age, racial and ethnic origin, nationality, political opinions, religious beliefs, gender, sexuality or health status is prohibited.

2.4 Confidentiality

Each recipient guarantees, in accordance with the provisions of the law, the confidentiality of the information in its possession, even after any termination or exclusion, in compliance with the regulations in force regarding privacy and data security.

Recipients are prohibited from using confidential information for purposes not related to their professional activity.

In particular, the information, data, knowledge acquired, processed and managed by the addressees in the performance of their activities must remain strictly confidential and appropriately protected and may not be used, communicated or disclosed, either inside or outside the Company, except in compliance with the applicable regulations and corporate procedures.

2.5 Conflicts of interest

In the performance of all activities, each addressee works to avoid incurring situations of conflict of interest, whether real or even only potential. Among the hypotheses of ‘conflict of interest’, in addition to those defined by the law, is also the case in which a person acts to satisfy an interest other than that of the Company, in order to gain an advantage for himself or a third party.

2.6 Environmental Protection

In general, all addressees undertake not to damage the environment and to participate in and promote initiatives on environmental issues. In order to reinforce the duty to protect the environment, all addressees are obliged to scrupulously comply with the provisions of the law, the other directives on environmental protection given by the ISO 14001 Certification obtained by the Company and hygiene, and to always maintain a correct and vigilant behavior.

2.7 Diligence and good faith

Each addressee must act loyally and in good faith, respecting the contractually agreed obligations and ensuring the required performance. Every addressee shall also be familiar with and observe the contents of this Code of Ethics, basing his or her conduct on respect, cooperation and mutual collaboration.

2.8 Documentation of the Activity

All activities, actions, transactions and operations of every recipient must be

  • Compliant with current regulations, maximum management fairness, completeness and transparency of information and legitimacy in both form and substance, and adequate traceability and documentation;
  • Be performed in compliance with the instructions, procedures and communications given, and within the limits of the delegations received and the budgets approved by the Board of Directors or its delegates, and be legitimate, consistent and congruous.

Recipients who become aware of any omissions, alterations or falsifications in accounting records or their supporting documents are required to promptly inform their superior, or the head of the competent corporate function and the Supervisory Board.

2.9 Competition

The Company believes in free, fair and correct competition and orients its actions towards obtaining competitive results that reward ability, experience and efficiency.

Any action that may alter the conditions of fair competition is contrary to company policy and is forbidden for any person acting on its behalf.

The interest of the Company can under no circumstances justify conduct that does not comply with the laws in force and with the rules of this code.

In any communication with the outside world, information concerning the company and its activities must be truthful, clear and verifiable.

2.10 Repudiation of all forms of terrorism, subversion and criminal activity

The Company repudiates all forms of terrorism, activities aimed at subverting the democratic order or criminal conduct. It therefore adopts all appropriate measures to prevent the danger of involvement in acts of terrorism, subversive activities or organised crime.

To this end, the Company undertakes not to establish any relationship of a working or commercial nature with subjects – whether natural or legal persons – involved in acts of terrorism, subversive activities of the democratic order or organised crime and not to finance or facilitate any of their activities.

The company pays special attention to the design, production and marketing of dual-use products.

Furthermore, under no circumstances must it occur that Directors, Shareholders, Employees or Collaborators of the Company endeavour to induce a person called before the judicial authorities to make statements that may be used in criminal proceedings, not to make such statements, or to make false statements.

3. Specific rules of conduct

All actions and operations of the Company must be properly recorded and it must be possible to verify the decision-making, authorisation and execution process. As a further guarantee of compliance with these rules, the Company applies and follows ISO 9001 procedures, having obtained this certification.

For each operation there must be adequate documentary support in order to be able, at any time, to carry out controls that attest to the characteristics and motivations of the operation and identify who authorised, performed, recorded, and verified the operation.

The Company avoids entering into business relations with third parties whose participation in criminal or terrorist activities is ascertained or even reasonably suspected.

3.1 Rules of conduct concerning Co-workers

3.1.1 Enhancement of human resources

The Company recognises that human resources are a factor of fundamental importance for its development. Human resources management is based on respect for the personality and professionalism of each individual.

On this basis, the Company fosters a working environment that, inspired by respect, fairness and cooperation, allows the involvement and empowerment of Shareholders, Employees and Collaborators, with regard to the specific objectives to be achieved and the ways to pursue them.

Co-workers in a broad sense means:

-Those who perform, also de facto, management, administration or control functions within the Company (Directors, Auditors, Executives, etc.)

-Employees , classified according to the regulations and/or provisions of the relevant National Collective Agreements;

-All persons, including agents and procurers, who, by virtue of a mandate, other contractual relationships of assignment or power and/or other agreements, act in the name of and/or on behalf of and/or in the interest of the Company.

The Company offers equal opportunities to all collaborators on the basis of their professional qualifications and individual capabilities, without any discrimination on the basis of age, religion, ethnic or geographical origins, sexual orientation, politics or trade union membership. Therefore, the Company, through the competent functions, selects, hires, remunerates and manages human resources on the basis of criteria of merit and competence, in compliance with the collective bargaining agreement in force and the bonus system adopted and based on criteria of objectivity and reasonableness.

The Personnel Search and Selection Manager, within the limits of the information available, takes appropriate measures to avoid favouritism, nepotism or forms of patronage in the selection and recruitment stages.

3.1.2. Labour relations

The recruitment of personnel and/or the conferral of collaborative assignments is carried out by means of regular contracts, based on the correspondence of the candidates’ profiles and their specific skills with respect to what is expected and the company’s needs. No form of irregular employment is allowed, neither by the Company nor by subsidiaries, Suppliers, Subcontractors, Collaborators. The information requested during the selection and construction of the employment relationship is strictly related to the verification of the aspects envisaged by the professional and psycho-aptitude profile, respecting the candidate’s privacy and opinions.

As soon as he/she starts his/her activity, the employee receives exhaustive information on the tasks and activities to be performed, on contractual and remuneration aspects, on the regulations pertaining to the field of activity, and on the behaviour for the correct management of risks related to company operations and staff health and safety.

The recognition of salary increases or other incentive instruments and access to higher roles and positions (e.g. promotions) are linked to the rules laid down by law and by the collective labour agreement:

To professional merit;

To the results achieved, measured on the basis of the internal personnel evaluation system adopted by the Company;

To the ability to express conduct in line with the Company’s ethical principles of reference, set out in this Code.

The working environment is characterised by mutual cooperation and fostering team spirit while respecting the moral personality of each individual, without prejudice, intimidation or unlawful conditioning.

Each collaborator shall act with the care and diligence of a good family man in order to always be fully aware, for the area of his responsibility, of the rights and obligations of the Company deriving from laws, contracts or relations with the Public Administration and shall not engage in any conduct that may harm, in any way, the interests of the Company.

Each collaborator shall also be responsible for guarding, preserving and defending the Company’s assets and resources entrusted to him/her in the context of his/her activity and shall use them in his/her own way and in accordance with the Company’s interest. The Company requires that all collaborators operate according to the highest standards of quality and safety and maintain a correct and transparent conduct in the performance of their duties, in compliance with the rules defined in this Code of Ethics, in the Model pursuant to Legislative Decree 231/01, and in accordance with the organisational procedures and operating instructions adopted by the Company.

Specifically, this conduct must be expressed in relation to any request made by shareholders, the Board of Statutory Auditors, the other Corporate Bodies in charge of statutory auditing and internal control, as well as the auditor, in the exercise of their respective institutional functions.

3.1.3. Finance, administration and control

In the preparation of accounting documents and data, in reports or other corporate communications required by law and addressed to shareholders and the public or the auditor, as well as in any records pertaining to the administration, employees shall adhere to the strictest principles of transparency, correctness and truthfulness.

3.1.4. Conflict of interest

Each employee must ensure that every decision taken in his/her sphere of activity is taken in the interest of the Company and complies with the plans and guidelines of the corporate bodies. Therefore, any situation of conflict of interest between personal or family economic activities and the corporate job held must be avoided.

Employees, in compliance with their specific competences, during audits and inspections by the competent public authorities, must maintain an attitude of utmost helpfulness and cooperation without hindering in any way the functions of the inspection and control bodies.

3.1.5. Gifts and benefits

It is permitted to offer acts of commercial courtesy, such as gifts or forms of hospitality, provided they are authorised in advance and duly authorised, if and when they are of modest value, and in any case such that they cannot be interpreted, by an impartial observer, as aimed at obtaining an advantage, including a non-economic one, contrary to mandatory rules of law, regulations and the principles of this Code.

It is not permitted to offer, directly or indirectly, gifts and benefits (money, objects services, favours or other utilities) not directly attributable to normal courteous relations, to third parties, individuals or representatives of the Public Administration. In particular, any type of gift to public officials, whether Italian or foreign, or to their family members, aimed at influencing their independence of judgement is prohibited.

In particular, employees, as better specified in point 3.10.4 below, are obliged not to make or refuse payments that may lead to unlawful conduct in violation of laws, regulations and the principles of this Code.

Collaborators who receive gifts, gratuities or benefits not of modest value, or receive solicitations for the disbursement of gifts, gratuities and benefits not of modest value, shall promptly notify the Supervisory Board, which shall coordinate with the Administrative Body of the Company for the appropriate measures.

3.2. Rules of Conduct concerning Suppliers

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

The Company only uses suppliers who operate in accordance with the applicable legislation and the rules laid down in the Code.

Suppliers are informed of the Company’s adoption of the Model pursuant to Legislative Decree 231/01 and this Code of Ethics, knowledge of and compliance with which constitutes an express contractual obligation.

The Addressees, who make any purchase of goods and/or services, must always act in compliance with the principles of fairness, cost-effectiveness, quality and lawfulness, acting with the diligence of a good father.

The selection of suppliers and the determination of purchasing conditions shall be based on formalised procedures and on an objective assessment of the quality, price of the products and services offered, and the ability to supply and promptly guarantee services and products of a level appropriate to the Company’s needs. In no case shall a supplier be preferred to another on account of personal relations, favouritism, or advantages, other than the exclusive interest and benefit of the Company.

It is also forbidden to recognise remuneration in favour of external collaborators that is not adequately justified in relation to the type of task to be carried out and current local practices.

In the conduct of business relations, on the basis of public and/or available information, the Company undertakes to:

-Not entertain relations with persons involved in unlawful activities, in particular related to the offences provided for in Legislative Decree 231/2001, and, in any case, with persons lacking the necessary business requirements;

-Not to establish financial and commercial relations with subjects that, even indirectly, hinder human development and contribute to violating fundamental human rights, as well as in general all those lacking the necessary requirements of seriousness and commercial reliability;

-Avoid transactions with companies that violate occupational health and safety regulations and/or environmental protection standards and laws.

The remuneration to be paid to Suppliers shall be exclusively commensurate with the performance specified in the contract and payments may not be made to a party other than the contracting party, nor in a country other than that of the contracting parties.

Suppliers of machinery and equipment must also be selected on the basis of the compliance of supplies with occupational safety and hygiene regulations.

Supplies of personal protective equipment and, in any case, general safety and prevention devices will comply with the obligations concerning certification and suitability, both general and specific, in relation to the intended use.

Before entrusting third parties with activities to be carried out within the Company or forming part of the Company’s production cycle, within the framework of tender, work or supply contracts, the technical-professional suitability of the third party is checked, thereby complying with the specific legal obligations on work safety and hygiene.

The Company undertakes to respect any industrial property rights held by suppliers and third parties on materials, products, processes and designs used by the Company in the performance of its activities.

It is not permitted to offer, directly or indirectly, gifts and benefits (money, objects, services, favours or other benefits) not directly attributable to normal courteous relations, to third parties, private individuals.

3.3. Rules of Conduct concerning Customers

The company directs its activities towards the satisfaction and protection of its customers, paying attention to requests that may favour an improvement in the quality of the products or services provided.

In its relations with customers, the Company ensures fairness and clarity in commercial negotiations and in the assumption of contractual obligations, as well as the correct and diligent fulfilment of the contract, taking care that the products and services supplied possess all the characteristics and qualities promised and declared to customers.

In conducting business with customers, the Addressees of the Code of Ethics shall apply appropriate conditions for each type of customer, establishing homogeneous treatment for customers in the same conditions and in any case in line with market practices typical of the sector. The quality of the conditions offered must not be influenced by factors linked to relationships of a personal nature between employees or senior management and customers.

The Company is committed to respecting the right of consumers not to receive products that are harmful to their health and physical integrity and to have complete information about the products offered.

It is therefore incumbent on the Addressees to provide accurate and comprehensive information on products and services and to adhere to the truth in advertising or other communications, so that customers and consumers can make informed decisions.

3.4 Rules of conduct in relations with the Public Administration

3.4.1 Legality, fairness and transparency in relations with the Public Administration

In its relations with the Public Administration, the company adopts a profile marked by the utmost transparency and fairness, as well as respect for legality.

To this end, the Company shall avoid, as far as possible, entrusting a single person with the task of dealing with the various relations with the Public Administration, on the assumption that a plurality of interlocutors and functions makes it possible to minimise the risk of interpersonal relations that are not consistent with the Company’s will. In application of the above principle, in relations of an inspection and authorisation nature, the Company shall favour the presence of a plurality of corporate interlocutors, always on the assumption that this allows minimising the aforesaid risk.

In dealings with public officials, no conduct shall be engaged in, either directly or indirectly, such as to improperly influence the decision of the counterparty. In particular, it is not permitted to propose employment and/or business opportunities that may even indirectly benefit employees of the Public Administration.

Should the Company use a consultant to be represented or receive technical-administrative assistance in relations with the Public Administration, such persons shall comply with the directives issued to Company employees. In the selection of said consultants, the Company shall give priority to the criteria of professionalism and fairness, evaluating with extreme care and caution the establishment of collaboration relations with those persons who have had a relationship of dependence with the Public Administration or are linked to certain officials by family ties.

3.4.2 Gifts and benefits

The company condemns any conduct, by anyone, consisting in promising or offering, directly or indirectly, gifts and benefits (money, objects, discounts, services, favours or other utilities) to Italian or foreign public officials and/or persons in charge of a public service, or their relatives, from which an undue or illegal interest and/or advantage may be gained. Such conduct is considered an act of corruption by anyone.

Specifically, it is prohibited to promise and/or offer any gratuity and/or benefit for:

  • Obtaining more favourable treatment in relation to any relationship with the Italian or foreign Public Administration;
  • Inducing Italian or foreign public officials/public service employees to use their influence on other persons belonging to the Italian or foreign Public Administration.

Gifts or acts of courtesy and hospitality towards representatives of the Public Administration are only permitted to the extent that their modest value does not compromise the integrity, independence and reputation of one of the parties.

3.4.3 Financing, contributions and subsidies

All requests for disbursements, contributions, financing, reliefs from public, national or EU bodies are made in compliance with the applicable rules and, in particular, with the principle of segregation of duties, registration and accurate documentation; once disbursed, they can only be used for the sole purposes for which they were allocated.

It is absolutely forbidden for the addressees of the Code of Ethics to:

  • Presenting untrue declarations or false documents, or omitting information due to local, regional, national or EU public bodies and organisations in order to obtain public grants, contributions or financing, or to obtain concessions, authorisations, licences or other administrative acts;
  • For the same purposes, artificially representing facts, situations, conditions, which do not correspond to reality, to representatives of public bodies;
  • Dedicating sums received from local, regional, national or EU public bodies and organisations by way of grants, contributions or funding, to purposes other than those for which they were allocated;
  • Giving or promising to refer to Public Bodies money, goods or other advantages in order to unduly acquire for the Company services or other orders, obtain financing, acquire or maintain certifications and authorisations, or obtain the passing of an audit or evaluation.

3.5 Other interlocutors

In addition to the interlocutors already considered, the Company has relations with other parties or entities in respect of which it has defined the following modes of conduct.

3.5.1. Market and competition

The Company is in favour of ensuring maximum competitiveness on the market and, therefore, develops its commercial policy in full compliance with all applicable pro-tempore competition laws and regulations.

The Company believes in free and fair competition and directs its actions towards obtaining competitive results that reward capability, experience and efficiency.

Any action aimed at altering the conditions of fair competition is contrary to the Company’s corporate policy and is prohibited for any person acting on its behalf.

The interest of the Company can under no circumstances justify conduct that does not comply with the laws in force and with the rules of this code.

Shareholders, Employees, Managers and Collaborators must not engage in conduct contrary to fair and proper competition between companies.

Business relations with Customers and Principals must be characterised by principles of honesty, transparency and good faith. When formulating contractual agreements, the Company shall ensure that the clauses are formulated in a clear and comprehensible manner, maintaining a condition of equality between the parties.

The Company adopts all necessary precautions to combat money laundering, receiving and use of money, goods or benefits of unlawful origin. It is in any case the obligation of the Company’s Directors, Managers, Shareholders, Employees and Collaborators to comply with and apply the Italian and EU anti-money laundering laws and to report to the competent Authority any situation that may constitute an offence of this nature.

3.5.2. Political and trade union organisations

Any relations with political organisations and trade unions are reserved for the corporate functions authorised to establish and manage such relations on the basis of the assigned corporate tasks and the provisions of the service orders and pro-tempore procedures in force.

3.5.3. Information organs

Information pertaining to the Company and addressed to the mass media may only be disclosed by the corporate functions delegated to do so, in compliance with the protocols and procedures in force. Collaborators, if information or interviews are requested from them, shall notify the competent function and receive a specific and prior authorisation to that effect. In any case, external communication of data or information shall be truthful, transparent and such as to reflect the image and strategies adopted by the Company.

3.6. Rules of Conduct on Health, Safety in the Workplace and Environmental Protection

3.6.1 Health and Safety in the workplace

The Company ensures that its employees and collaborators carry out their activities in working environments that are suitable for safeguarding their health, safety and physical and moral integrity, in compliance with the laws and regulations in force and with the ISO 45001 Procedures based on the certification obtained by the Company. The Company promotes responsible and safe behaviour and adopts all the safety measures required by technological evolution to guarantee a safe and healthy working environment, with the specific aim of preventing and impeding the crimes of culpable homicide and grievous or very grievous bodily harm committed in violation of accident prevention regulations and the protection of hygiene and health at work. The Company therefore provides for the fulfilment of all legal obligations provided for by Legislative Decree 81/2008 Article 30 (Safety Consolidation Act).

With this in mind, the Company ensures that there are functions assigned to managers with the necessary technical skills and powers to verify, assess, manage and control risk.

Employees, consultants and collaborators are prohibited from behaving in such a way that, taken individually or collectively, they directly or indirectly constitute the types of offences committed in violation of the Accident Prevention and Occupational Hygiene and Health Protection Regulations (Article 25-septies of the Decree).

Specifically, the Company undertakes to:

  • Implementing all suitable initiatives to prevent and minimise risks to the health and personal safety of employees and third parties working for the Company;
  • Providing constant compliance with health and safety legislation;
  • Develop training and information programmes aimed at employees to promote their responsibility and awareness of Health and Safety;
  • Supervise the effective application of company procedures on health and safety in the workplace;
  • Promote information activities aimed at external companies that may be entrusted with works/service contracts, so that they adopt appropriate behaviour with regard to Health and Safety in the workplace;
  • Guarantee compliance with the regulations on work organisation, with particular reference to working hours, daily and weekly rest periods for employees.

Anyone who discovers any deficiencies or inadequacies of the workplaces and equipment, or of the protective devices made available by the Company or, in any case, any other dangerous situation related to health and safety at work, is required to provide appropriate and timely information to the persons in charge (RSPP, RLS and Supervisors) and/or to the Supervisory Board.

The company plans prevention, aiming for a coherent whole that integrates technology, organisation, working conditions, social relations and the influence of factors in the working environment.

The Recipients of this Code, and in particular the Employer and his delegates and sub-delegates, if any, the Managers, the Persons in Charge, the Workers, the Prevention and Protection Service Manager, the competent Doctor and the Workers’ Safety Representative, contribute to the process of risk prevention and health and safety protection with regard to themselves, their colleagues and third parties, without prejudice to their individual obligations and responsibilities under the applicable provisions of law.

There is a general prohibition of the use of alcoholic or narcotic substances in company activities.

There is also a ban on smoking in the workplace.

3.6.2  Environmental Protection

The environment is a primary asset of the community that the Company wants to help safeguard, in accordance with applicable laws and regulations and the ISO 14001 Procedures based on the certification obtained by the Company.

To this end, it plans its activities by seeking a balance between economic and environmental needs, in compliance with the applicable legal and regulatory provisions, providing the utmost cooperation to the public authorities in charge of verifying, monitoring and protecting the Environment.

The Addressees of this Code contribute, in the performance of the company’s activities, to the full protection of the environment. In particular, they shall pay the utmost attention to ensure that the relevant regulations are complied with and that illegal discharges, emissions, inputs and spills are avoided. Company waste management is managed in accordance with current regulations and the provisions of ISO 14001 procedures.

3.7. Rules of Conduct to Protect the Public Faith

It is forbidden for Managers, Shareholders, Employees and Collaborators of the Company to put into circulation forged or altered banknotes, coins, public credit cards, revenue stamps and tax stamps.

All those who, in the performance of their duties within the company, make and/or receive payments in cash shall comply with the relevant provisions of internal procedures.

If they receive coins or banknotes or public credit cards or tax stamps whose genuineness they have doubts about, they shall immediately notify the competent corporate bodies, which shall report the matter to the competent authorities and, if necessary, to the Supervisory Board, if it is appropriate to ascertain whether the fact may be attributable to any breach of the Company’s procedures.

The same conduct must also be adopted by those who, even if only by chance, become aware of conduct detrimental to the company during or in the course of their activities within the company.

3.8. Rules of Conduct for the Protection of Industry, Trade and Copyrights

The Company undertakes to ensure compliance with the regulations on the protection of fair trade and adopts as an inescapable principle compliance with the prohibition, imposed by law, on marketing products that differ in origin, provenance, quality or quantity from those declared or agreed, or that are not genuine.

The Company also undertakes not to use and market products with altered or counterfeit origin, provenance and composition markings.

The Company also undertakes to ensure compliance with the regulations on the protection of trademarks, patents, industrial designs and other distinctive signs, as well as compliance with current copyright laws.

The Company also undertakes not to use works protected by the rights of others without the appropriate concession from the author.

The Company undertakes to fully comply with copyright law and obligations regarding the protection of intellectual works.

In particular, it prohibits Managers, Shareholders, Employees and Collaborators from:

  • Publish articles or other works protected by copyright on the company’s website;
  • Photocopying , duplicating and disseminating parts of copyrighted texts (books or articles);
  • Use texts, images or films protected by copyright for the company’s promotional purposes;
  • Publicly broadcasting music or publicly showing videos and films (or parts thereof) protected by copyright at public events organised by the Company or its business units.

The Company also undertakes to use symbols, logos, trademarks and/or signs of recognition of other organisations, bodies and/or institutions only if there is express authorisation for such use, and only within the limits and in the forms specified in the authorisation.

The Company’s own logos and identifying marks (first and foremost the letterhead) must be used appropriately and consistently with the Company’s needs and interests.

3.9. Rules of conduct concerning the use of IT tools and data processing

3.9.1. Processing of data and information

The Company adopts appropriate measures to ensure the correct use of computer and/or telematic services, so as to guarantee the integrity and authenticity of the data processed, in order to protect the interests of the Company itself and of third parties.

The Company is committed to protecting privacy and guaranteeing confidentiality in the processing of the personal data at its disposal, with particular regard to sensitive data, in accordance with the provisions of current legislation. The acquisition and processing, as well as the storage of information and sensitive data of personnel or other interlocutors is carried out according to defined procedures, aimed at excluding unauthorised persons from gaining knowledge thereof. The disclosure of data and information to the outside world must be carried out by the competent corporate functions in compliance with the law, transparency and truthfulness.

In particular, all data and information transmitted to the Public Administration must be truthful, correct, transparent and complete, and must be produced and disclosed in accordance with the company’s organisational procedures and relevant authorisation flows.

The company pursues the protection of all company data and information (including commercial data, projects, tests, samples and trials); it is therefore forbidden for all recipients to disclose such data and information to third parties unless they are publicly known or easily accessible to experts and practitioners.

3.9.2. Use of IT resources

With respect to the use of computer systems, each employee is responsible for the security of the systems used and is subject to the applicable statutory provisions and the conditions of licence agreements.

Without prejudice to the provisions of civil and criminal laws, the improper use of corporate assets and resources includes the use of network connections for purposes other than those inherent to the employment relationship and those defined in the documents for the processing of personal data, as required by law and/or, in any case, prepared and adopted by the Company, also with regard to the use of IT and Internet tools.

Employees, members of the corporate bodies and collaborators undertake not to use, for private interests or purposes, computer assets or equipment, as well as any other information at their disposal for official reasons.

Therefore, it is forbidden and totally extraneous to the Company to make improper use of IT tools that may lead to the commission of conduct constituting unauthorised access to a third party’s IT or telematic system, the unlawful interception, obstruction or interruption of IT or telematic communications, the damaging of information, data and IT programmes that are private or also used by the State or other public body or in any case of public utility and the damaging of IT or telematic systems both private and of public utility.

Moreover, the unlawful possession and dissemination of access codes to computer or telematic systems, the dissemination of equipment, devices or computer programmes aimed at damaging or interrupting a computer or telematic system, as well as the installation of equipment designed to intercept, impede or interrupt computer or telematic communications, is absolutely prohibited.

All data and information stored in the Company’s computer and telematic systems, including e-mail messages, are the property of the Company and are to be used exclusively for the performance of Company business, in the manner and within the limits indicated by the Company.

3.10 Rules of Conduct on Financial Statements, Books of Accounts and Company Registers

3.10.1 Corporate Conduct

The Company believes that corporate conduct must always be pursued in formal and substantive compliance with the law. The free determination of the shareholders’ meeting is protected, transparent and reliable conduct is adopted, also vis-à-vis creditors, the integrity of the share capital and non-distributable reserves is protected, and the company’s attitude is characterised by the utmost cooperation with the Authorities in charge of controls and/or audits.

In the performance of company activities or which in any case have an effect, even indirectly, on the same, the Addressees of this Code shall avoid any form of association that could in any way be functional to the commission of an offence.

3.10.2 Corporate books and records

The Company condemns any conduct aimed at altering the correctness and truthfulness of the data and information contained in financial statements, reports or other corporate communications required by law and addressed to shareholders, the public and auditors.

All persons called upon to draw up the aforementioned deeds are required to verify, with due diligence, the correctness of the data and information that will then be incorporated for the drawing up of the aforementioned deeds.

The Company adopts administrative accounting procedures to ensure easy and immediate control over:

Compliance with the ‘National Accounting Principles and the interpretations provided by the Organismo Italiano di Contabilità (OIC)’ issued by the appropriate Commissions of the National Councils of Certified Public Accountants and Bookkeepers, as well as with international accounting standards;

Compliance by persons delegated to specific functions with the content of their delegations and/or powers of attorney.

The bodies entrusted with the preparation of financial statements and corporate communications, shall perform their activities in compliance with the procedures provided for by the organisational model, inspiring their actions with the principles of fairness and good faith, i.e. acting with the ordinary diligence of a good father. They must also avoid situations of conflict of interest, even if only potential, in the performance of the functions delegated to them.

It is forbidden to engage in any conduct aimed at causing damage to the integrity of the company’s assets.

It is prohibited to perform any act, simulated or fraudulent, intended to influence the will of the members of the shareholders’ meeting in order to obtain an irregular majority and a different resolution.

All stages inherent to the shareholders’ meeting, such as the convening of the meeting and the filing of any documents deemed suitable for the adoption of resolutions by the shareholders, must be scrupulously controlled.

It is forbidden to spread false information both inside and outside the Company, concerning the Company itself, its employees, collaborators and third parties working for it. The managing director, directors, managers, collaborators and employees are required to keep the information and documents acquired in the performance of their duties confidential and not to use them to their own advantage.

The persons entrusted with the transmission of documents and information, on the occasion of audits and inspections by the competent public authorities, must conform their conduct to good faith and fairness, being required to perform their duties with the diligence of an agent. They must also maintain an attitude of utmost helpfulness and cooperation towards the inspection and control bodies.

It is forbidden to obstruct in any way the functions of the Public Supervisory Authorities that come into contact with the Company due to their institutional functions.

3.10.3 Conflicts of interest

The Addressees of the Code of Ethics must avoid all situations and activities in which a conflict of interest, real or even only potential, may arise between personal economic activities and the duties held within the structure to which they belong.

It is not permitted to pursue one’s own interests to the detriment of corporate interests, nor to make unauthorised personal use of corporate assets; without prejudice to the foregoing, directors are not permitted to hold interests directly or indirectly in competing companies, customers, suppliers or auditors, unless they inform the Supervisory Board in advance, which will supervise accordingly, informing the Administrative Body where appropriate.

Each director must inform the other directors and the Board of Statutory Auditors of any interest he or she may have, on his or her own behalf or on behalf of third parties, in a given company transaction, specifying its nature, terms, origin and scope. In the case of a Managing Director, he must also abstain from carrying out the operation and inform the Board of Directors thereof. In such cases, the Board of Directors must adequately justify in its resolutions the reasons and the convenience for the company of the transaction.

3.10.4 Bribery between private individuals

In full compliance with the principles set out above, the Company undertakes to prevent and hinder any form of mala gestio related to a deviation from good corporate governance.

To this end, the Company, in full compliance with the provisions introduced by Article 2635 of the Civil Code, entitled “Bribery among private individuals”, pursuant to Article 25-ter letter s-bis of Legislative Decree 231/01, condemns any conduct aimed at altering the fairness and transparency of business relations between companies and, in particular, prohibits Addressees from giving or promising money or other benefits to directors, general managers, managers in charge of drafting accounting and corporate records, statutory auditors and liquidators of another company in order that they perform or omit acts, in violation of the obligations inherent to their office or obligations of loyalty, in order to obtain an advantage for the Company. The incriminating rationale of the rule is to be found in the need to repress forms of mala gestio connected to a phenomenon of deviation from good corporate governance (e.g. the Commercial Officer gives or promises money or other benefits to the Purchasing Officer of another company so that the latter chooses his own company as supplier, charging the cost of the benefit or money given or promised to him).

3.10.5 Correctness of Operations

All operations and transactions, understood in the broadest sense of the term, must be authorised and recorded in compliance with the principles of fairness, honesty and impartiality. The company’s collaborators are required to operate with due diligence in order to ensure that the activities performed are supported by authorisation procedures and documentary and/or IT evidence.

The Company promotes the principle of correct conduct in business activities. Any conduct that, even with the possible collaboration of third parties, encourages money laundering, receiving and use of goods or utilities of illegal origin both nationally and internationally is prohibited.

3.10.6 Methods of collection and payment

Collections and payments are to be made, where possible, preferably by bank remittances and/or bank cheques; collections and payments made in cash must always be documented.

3.11 Rules of conduct on money laundering and offences against the individual

The Company recognises the considerable importance and value of the principles of democratic order and free political determination. For this reason, it condemns the use of its resources for financing and carrying out any activity aimed at achieving terrorist objectives or subversion of the democratic order.

The Company hinders any conduct that may constitute or be linked to transnational offences relating to criminal association, including mafia-type offences, money laundering, receiving and using money, goods and other utilities of unlawful origin.

In particular, the Company undertakes to

  • Check the regularity of payments to all counterparties, including by verifying the coincidence between the party to whom the order is addressed and the party collecting the relevant sums;
  • Verify that all necessary information is requested and obtained with regard to the commercial/professional reliability of suppliers, consultants and partners.

Furthermore, the Company recognises as a primary value the protection of personal safety, freedom and individual personality. Therefore, within the framework of the regulations in force, it undertakes to adopt the most appropriate control and supervisory measures to prevent any possible behaviour aimed at committing offences against the person, and exclusively uses suppliers that adopt the same measures and behaviour.

Any employee, customer or supplier who, in the performance of his or her activities, becomes aware of the commission of acts or conduct among those set out above, shall promptly inform the Company, his or her superiors, if any, and the Supervisory Board.

4 Methods of implementation, control and sanctions

4.1 Communication and training

The Code of Ethics is brought to the attention of interested parties, both internal and external to the Company, through appropriate communication activities.

Internally within the Company, the adequate knowledge and understanding of the Code of Ethics by all personnel is ensured through information and training programmes defined according to the rules established by the Company’s Organisation, Management and Control Model, of which the Code of Ethics is an integral part, and by the application of the ISO 9001 procedures for which the Company has obtained regular certification.

It is the responsibility of each employee to consult his or her direct superior for any clarification concerning the interpretation or application of the rules of conduct contained in the Code of Ethics.

4.2 Implementation and Control

In compliance with the regulations in force and with a view to planning and managing corporate activities aimed at efficiency, fairness, transparency and quality, the Company adopts organisational and management measures suitable to prevent unlawful conduct or conduct that is in any case contrary to the rules of this Code on the part of any person acting for the Company.

By reason of the articulation of its activities and internal organisation, the Company may adopt a system of delegation of powers and functions, providing for the assignment of specific tasks to persons with appropriate skills and competence.

The company adopts and implements organisation and management models that provide for appropriate measures to ensure that activities are carried out in compliance with the law and the rules of conduct of this Code, and to detect and eliminate risk situations in good time.

The application of the Code of Ethics is entrusted to the Chairman of the Board of Directors, who avails himself of the Supervisory Board, set up ad hoc pursuant to Legislative Decree 231/2001, and entrusted with the tasks of

  • Supervise compliance with the Code and its dissemination to all Addressees;
  • Check all reports of violations of the Code and inform the competent corporate bodies and functions of the results of the checks, for the adoption of any sanctions;
  • Propose amendments to the content of the Code to adapt it to the changing context in which the company operates and to the needs arising from its organisational evolution.

4.3 The Supervisory Board

The Code of Ethics represents a non-derogable general principle of the Organisation, Management and Control Model adopted by the Company. The body appointed to supervise the correct and punctual application of the Model, as well as compliance with the principles of this Code of Ethics, is therefore the Supervisory Board, which coordinates appropriately with the competent bodies and functions of the Company.

In exercising its functions, the Supervisory Board has free access to company data and information useful for the performance of its activities.

The corporate bodies and their members, employees, consultants, collaborators and third parties acting on behalf of the Company are required to provide the utmost cooperation in facilitating the performance of the functions of the Supervisory Board.

4.4 Code Compliance and Reporting

Corporate bodies and their members, employees, consultants, collaborators and third parties acting on behalf of the Company are required to report actions or omissions, committed or attempted, that

  • infringement of national or European Union regulatory provisions that harm the public interest or the integrity of the public administration or private entity, of which they have become aware in a public or private employment context, specifically referred to in Decree 24 of 10 March 2023;
  • are liable to administrative or criminal sanctions or other administrative measures, including against the Company pursuant to Legislative Decree No. 231/2001, where applicable;
  • refer to the abuse of power entrusted to an employee in order to obtain private advantages;
  • evidence of a malfunctioning of the Company due to the use for private purposes of the functions assigned (e.g. waste, nepotism, repeated failure to comply with procedural deadlines, non-transparent recruitment, accounting irregularities, false declarations, violation of environmental and occupational safety regulations);
  • are carried out in violation of the Code of Ethics, the internal company regulations, the Organisation, Management and Control Model pursuant to Legislative Decree No. 231/2001, where applicable, or other company provisions that are subject to disciplinary sanctions;
  • are likely to damage the assets or image of the Company or the shareholders;
  • are likely to cause harm to employees or other persons working for the Company.

Only breaches may be reported that concern xxx of which the reporting person has definite knowledge or of which he/she has a reasonable suspicion based on definite and concrete factual elements.

They are not reportable violations:

  • complaints, claims or demands relating to an interest of a personal nature of the person making the report;
  • complaints, claims or demands that relate exclusively to the employment relationship of the whistleblower and to relations between him/her and his/her hierarchical superiors;
  • complaints, objections or requests of a general nature or which are not specifically aimed at any of the breaches listed above;
  • reports concerning information covered by forensic or medical secrecy or covered by the principle of secrecy of court deliberations.

The channels made available by the Company for reporting are as follows:

Landing page: Dedicated web page (including email address instrumental to the operation of the service – [email protected])

PO BOX: PO BOX No. 301 c/o Mail Boxes Etc.

P.O. Box address (via Felice Bellotti 4, 20129 Milano): Audit People S.r.l – Società Benefit – indicating the name of the Organisation and if applicable the double envelope procedure.

Reporting parties are advised to include the company name of the company.

Toll-free number:800 985 231 with voice messaging (valid only for Italy)

As required by Legislative Decree No. 24/2023, the channels made available by the Company guarantee the anonymity of the report.

The recipients of reports are Ethicpoint (a certified external service for the protection of whistleblowers) and the Internal Reporting Manager designated by the Company. In cases where the reports concern this Code of Ethics or offences related to Legislative Decree 231/01, the Internal Reporting Manager shall also involve the Company’s Supervisory Board, always guaranteeing the anonymity of the report.

For parties external to the Company, further details on the management of whistleblowing are given in procedure IG03.04 published on the website www.dallan.com in the Whistleblowing section. For internal parties, on the other hand, the Company has integrated procedure IG03.03 into the ISO system and made it available.

4.5 Disciplinary system

4.5.1 Purpose and characteristics of the disciplinary system

The presence of a specific disciplinary system, pursuant to Legislative Decree 231/01, suitable for sanctioning non-compliance with the indications set out in the Organisational Model pursuant to Legislative Decree 231/01 and the Code of Ethics, which is an integral part of it, is aimed at

  • To ensure the effective implementation of the Organisational Model itself, including the Code of Ethics;
  • To make the control action of the Supervisory Board effective.

The application of the disciplinary system, for the above purposes, and of the relevant sanctions is independent of the conduct and outcome of any criminal proceedings initiated by the Judicial Authorities, in the event that the conduct to be sanctioned constitutes an offence falling within the cases provided for by Legislative Decree 231/01. The prescriptions of the Organisational Model and the Code of Ethics are in fact assumed by the Company in full autonomy.

4.5.2 Target audience and application criteria

All the recipients of the Organisational Model and the Code of Ethics are subject to the Company’s disciplinary system, specific to Legislative Decree 231/01, namely

  • Members and Working Members;
  • Employees;
  • Volunteers and Trainees;
  • Axecutive Officers;
  • Directors and Auditors;
  • Agents, procurers and all persons having contractual relations with the Company (Collaborators, Partner Organisations, Consultants, Suppliers and Contractors);
  • The members of the Supervisory Board.

The Company informs all recipients about the presence of the disciplinary system by making it available in individual spaces on the company intranet.

Sanctions are applied according to a principle of gradualness that takes into account the seriousness of the offence, and takes into account the particularities arising from the legal status of the person against whom proceedings are brought.

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

  • The degree of intentionality of the violations committed;
  • The level of negligence, recklessness or inexperience relating to the violations committed;
  • Any cases of recidivism or commission of multiple offences;
  • The extent and severity of the consequences produced;
  • The overall conduct of the infringing party;
  • The type of tasks and duties assigned to him;
  • The functional position occupied and/or responsibilities entrusted;
  • The type of contractual relationship that binds the person to the Company.

4.5.3 Sanctions

An effective whistleblowing system must provide for sanctions both against the whistleblower, in the event of abuse of the whistleblowing instrument, and against the reported persons in the event of the discovery of the reported offence, in accordance with the provisions of the applicable legislation, including the applicable collective bargaining agreement, and specifically Legislative Decree 24 of 2023 on the protection of persons who report violations of Union law and national legislation.

Violation of the provisions of this Code of Ethics, on the other hand, shall constitute a disciplinary offence and breach of the contractual obligations of the employment or functional relationship or professional collaboration, with all the consequent effects of law and contract, also pursuant to Articles 2104 and 2105 of the Civil Code; it may also constitute just cause for the dismissal of directors and auditors.

With regard to employees, it will therefore entitle the Company to apply the disciplinary sanctions provided for by the CCNL, as well as those provided for by the Organisation, Management and Control Model pursuant to Legislative Decree 231/2001, adopted by the Company and to which reference is made for details of the disciplinary system. Should the breach of ethical rules be committed by a collaborator, self-employed worker, supplier or other person having contractual relations with the Company, the sanction provided for is the termination of the contract, as provided for by the express termination clauses in supply, contract or collaboration contracts.


Approval date: December, 14th 2023

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