Ethical code

2. VIOLATIONS

The sanctioning system applies when one or more of the following violations occur:

• Failure to comply with the provisions of the Model, the Code of Ethics and the company procedures referred to as an integral part of the Model and to which the Model refers;
• Failure to comply with and/or violation of the provisions relating to signing powers and, in general, to the delegation system, as described in the Corporate Governance document, except in cases of necessity and urgency, of which the holders of the powers must be promptly informed;
• Lack of or false evidence of the activity carried out, in relation to the methods of documentation, storage and control of Sensitive Areas and Activities (as identified in the Special Part of the Model);
• Violation and/or evasion of the control system implemented through the removal, destruction and/or alteration of the documentation provided for by the procedures in force or
• Failure of hierarchical superiors to supervise their subordinates regarding the correct and effective application of the provisions of the Model, the Code of Ethics and the reference company procedures in Sensitive Areas and Activities;
• Failure to comply with the obligation to inform the OVV and/or the direct hierarchical superior of any violations of the Model committed by other employees or recipients of the Model of which they have direct and certain proof;
• Failure to communicate, train and update internal and external personnel operating in Sensitive Areas and Activities.

3. SANCTIONS

3.1. MEASURES AGAINST ADMINISTRATORS

The Company evaluates with extreme rigor the violations of this Model committed by those who hold top positions in the Company. The formation and consolidation of a corporate ethic sensitive to the values of correctness and transparency presupposes, first of all, that these values are acquired and respected by those who guide the company’s choices, so as to constitute an example and a stimulus for all the subjects who, at any level, operate for the Company.

Without prejudice to the provisions of Article 2392 et seq. of the Civil Code, depending on the seriousness of the violation and on a decision of the Board of Directors (with the abstention of the interested party), after hearing the Board of Statutory Auditors, protective measures may be applied, within the scope of those provided for by current legislation, including the revocation of the delegation and/or appointment conferred on the subject. In the most serious cases, the Board of Directors, after hearing the Board of Statutory Auditors, may propose to the shareholders’ meeting to also revoke the appointment.

Independently of the application of the measure, the Company’s right to bring actions for liability and/or compensation is in any case saved. In cases where the majority of the directors are involved for serious violations of the Model, the Board of Statutory Auditors will convene the shareholders’ meeting to adopt the appropriate protective measures.

In the case of violations committed by a subject referred to in this paragraph, who is also an employee of the Company, the sanctions established by the Board of Directors will be applied, without prejudice, in any case, to the applicability of the different disciplinary actions that can be exercised on the basis of the subordinate employment relationship existing with the Company and in compliance with the procedures of law and/or contract, as applicable.

3.2. MEASURES AGAINST AUDITORS

In the event of non-compliance with the Organizational Model by one or more members of the Board of Statutory Auditors, the OVV informs (or the other members of the OVV will inform, in the event that the Board of Statutory Auditors should also perform the functions of the OVV) immediately the entire Board of Statutory Auditors and/or the Board of Directors, who will proceed to the investigations deemed necessary and to take the appropriate initiatives and measures in accordance with current legislation.

Independently of the application of sanctions, the Company’s right to bring actions for liability and/or compensation is in any case saved.

3.3. MEASURES AGAINST MANAGERS

The Fiduciary Nature of the Managerial Relationship

The managerial relationship is characterized by its eminently fiduciary nature. Compliance by the Company’s managers with the provisions of the Model and its related implementation procedures is an essential element of the managerial employment relationship.

Consequences of Violations by Managers

To personnel belonging to the category of Managers who are responsible for violating the provisions of the Model, including the principles of the Code of Ethics, the most appropriate measures will therefore be applied in accordance with the provisions of law and the applicable Collective Bargaining Agreement, including the termination of the employment relationship when the violation committed and ascertained is such as to damage and compromise the fiduciary bond underlying the employment relationship. The power of attorney conferred on the manager himself may also be revoked.

Involvement of the Supervisory Body in Disciplinary Procedures

In disciplinary procedures involving personnel belonging to the category of Managers, the Supervisory Body must necessarily be involved, by means of appropriate information.

3.4. DISCIPLINARY SANCTIONS AGAINST EMPLOYEES

Failure to comply with or violate the rules of conduct and procedures imposed by the Model and the Code of Ethics by employees of the Company constitutes a breach of the obligations arising from the employment relationship pursuant to Article 2104 of the Civil Code, as well as a disciplinary offense. The adoption by an employee of the Company of conduct that can be qualified, on the basis of the foregoing, as a disciplinary offense, also constitutes a violation of the obligation of workers to perform their duties and tasks with the utmost diligence, in compliance with the Company’s directives, as provided for by the current Collective Bargaining Agreement. The Company shall adequately inform all personnel – also with the traditional dissemination on the company notice board pursuant to Article 7 of Law 300/70 – of the adoption of the sanctioning system referred to in this Model. The type and extent of the sanctions for violation of the Model shall be adopted in accordance with the principles of gradualness and proportionality, measuring them in relation to the following general principles:

1. relevance of the obligations violated;
2. responsibility connected to the work position held by the employee;
3. relevance of the damage or degree of danger caused to the Company, customers or third parties;
4. existence of aggravating or mitigating circumstances, with particular regard to the employee’s conduct towards the Company, other employees and customers, as well as disciplinary precedents within the two-year period provided for by law;
5. concurrence in the offense of more employees in agreement with each other.

With reference to the sanctions that can be imposed, it is specified that they will be applied in compliance with the provisions of the company’s disciplinary system and the procedures provided for by the Collective Bargaining Agreement and the company’s collective bargaining agreements applicable to the employment relationship. In particular, for non-managerial employees, the sanctions provided for by the Collective Bargaining Agreement, proportionate to the seriousness of the violation, will be applied in:

1. verbal reprimand
2. written reprimand
3. fine not exceeding three hours’ pay
4. suspension from work and pay for up to a maximum of three days
5. dismissal with notice
6. dismissal without notice

In order to explicitly specify in advance the criteria for correlating the workers’ conduct with the disciplinary measures adopted, it is provided that:

1. the worker who violates the internal procedures or holds a conduct not in compliance with the provisions of the Code of Ethics or adopts in the performance of activities in the risk areas a conduct not in compliance with the provisions of the Model shall incur conservative disciplinary measures, it being understood that such conduct constitutes failure to comply with orders given by the Company, both in written and verbal form;
2. the worker who: or adopts, in the performance of activities in the risk areas, a conduct not in compliance with the provisions of the Model and the Code of Ethics and aimed in an unequivocal manner at the commission of a crime contemplated by Legislative Decree No. 231/01, it being understood that such conduct constitutes a serious disciplinary offense, such as to undermine the Company’s trust in the employee; or adopts, in the performance of activities in the risk areas, a conduct in blatant violation of the provisions of the Model and the Code of Ethics, such as to determine the concrete application to the Company of measures provided for by Legislative Decree No. 231/01, it being understood that such conduct constitutes an act that causes serious harm to the Company, such as not to allow the continuation of the relationship even temporarily. As regards the ascertainment of the aforementioned offenses, the disciplinary proceedings and the imposition of sanctions, the powers already conferred, within the limits of their respective competence, on the company bodies remain unchanged.

The disciplinary system will be constantly monitored by the Supervisory Body and the Personnel Department.

3.5. MEASURES AGAINST SUPPLIERS AND COMMERCIAL PARTNERS

Obligations of Third-Party Contractors

Where possible, a necessary condition for entering into any type of contract with the Company, and in particular supply contracts, is the undertaking by the third-party contractor to comply with the Code of Ethics in relation to the services covered by the contract. Such contracts shall, where possible, provide for termination clauses or rights of withdrawal in favor of the Company, without any penalty on the part of the Company, in the event of the commission of predicate offenses or conduct aimed at the commission of such offenses, or in the event of violation of the rules of the Company’s Code of Ethics. In any case, the commission of predicate offenses or conduct in violation of the Code of Ethics shall be considered just cause for termination of the contract pursuant to Article 1453 et seq. of the Civil Code.

The Company reserves the right to take all appropriate legal action to claim compensation for damages if such conduct causes any damage of any nature whatsoever to the Company, as in the case of the application by the Judge of the measures, even precautionary, provided for by Legislative Decree No. 231/01.

3.6. MEASURES AGAINST COLLABORATORS, CONSULTANTS AND SELF-EMPLOYED WORKERS

Where possible, the Company will include in the letters of appointment or contractual agreements and collaboration agreements with its non-subordinate collaborators specific clauses that authorize it to unilaterally withdraw from such relationships in the event that such subjects engage in conduct that is contrary to the principles of the Code of Ethics and such as to involve the risk of the commission of offenses contemplated by Legislative Decree No. 231/01. Any claims for compensation for greater damage shall be without prejudice thereto, if such conduct causes concrete damage to the Company, including damage resulting from the application by the competent Judge of the measures provided for by Legislative Decree No. 231/01.

4. COMPENSATION FOR DAMAGES

Reiteration of the Company’s Position

The Company reiterates, in this context, that the violation of the obligations contained in this Model, even if aimed at pursuing a presumed corporate interest, constitutes a breach of contract and a disciplinary offense. The Company does not intend to pursue any advantage derived from an unlawful act and, therefore, in the event that a crime is committed, the Company hereby expresses its intention to return such advantage.

Right to Compensation for Damages

If the commission of the offense is proven by one of the addressees of the Model, whether they are employees of the Company, Administrators, Auditors, consultants or partners, and in addition to the sanctions provided for by this sanctioning system, the Company reserves the right to claim compensation for any damage caused to it.