Ethical code

Adoption

Woodtech Italia adopts this Code of Ethics, or Code of Conduct, as an integral part of the Organizational, Management and Control Models provided for by Legislative Decree No. 231 of June 8, 2001. The Code of Ethics becomes effective on the date of its publication in the company.

Function

The principles and rules of the Code of Ethics represent the reference values for Woodtech Italia, and must inspire every behavior of the Company and its administrators, managers, employees, collaborators, customers and suppliers. Any behavior that is contrary to or inconsistent with the Code of Ethics does not belong to the culture of Woodtech Italia and must be avoided, reported, recalled and, if necessary, sanctioned.

Recipients

Woodtech Italia obliges all subjects with whom it has work or commercial relationships to respect the principles and standards of conduct contained in the Code of Ethics. In particular, the Code binds the administrators and:

• the managers;
• the employees;
• the collaborators;
• more generally called “workers”.

In addition, the following are required to sign and accept the Code as a condition for entering into new commercial relations with Woodtech Italia:

• professionals;
• suppliers;
• professional customers;
• more generally called “business partners”.

Consumers, public administrations and entities operating under a legal monopoly are not considered business partners.

All companies belonging to the ALEDA SA group are required to adhere fully to the Code. The possible adoption of their own codes of ethics by the other companies of the Group is coordinated for reasons of homogeneity according to best practice criteria. From the date of their first appointment subsequent to the entry into force of the Code, the administrators of Woodtech Italia’s controlled companies, wherever they may be located, are also required to sign and accept the Code, under penalty of forfeiting their appointment.

Reference values

Woodtech Italia srl bases its conduct on the following principles:

Legality. Woodtech Italia promotes and requires an attitude of continuous attention to compliance with the authoritative norms of the countries in which the Company operates, to their correct knowledge, dissemination, interpretation and application, and to fair cooperation with the public authorities. In particular, it refrains from carrying out any illegal business activity and imposes the same prohibition, under penalty of terminating any relationship, on all its business partners.

Honesty. Apart from legal obligations, Woodtech Italia promotes and requires in general honest and good faith behavior in relations with workers, in relations between workers, in commercial relations in the pre-contractual phase, in the contractual phase and in the extra-contractual sphere. Honesty and transparency are always promoted and required towards consumer customers.

Protection of health and safety. Woodtech Italia considers the protection of the health and safety of workers to be of primary importance and absolutely indispensable. It promotes and requires scrupulous compliance with the relevant legal norms and issues conduct guidelines inspired by attention and prudence. It is regular in the payment of social security and insurance contributions in favor of its workers and requires the same attention from its business partners.

Promotion of human capital. Woodtech Italia values its personnel by committing to making the work environment healthy, welcoming and pleasant. It promotes and requires compliance with the rules for the protection of workers and the correct use of contractual forms of law for work services. It values, as far as possible, the skills and propensities of the available human resources. It undertakes to create a company climate based on commitment, collaboration, courtesy and mutual esteem in interpersonal relations.

Environmental protection. Woodtech Italia is committed to constantly reducing the environmental impact of its activities, through organizational improvement and the use of new technologies. It favors among its business partners those who share the commitment to protecting the environment. It adopts appropriate measures to prevent environmental damage and reduce its effects.

Responsible profit. Woodtech Italia, more generally, in pursuing its profit objectives, assumes a responsibility towards the territory in which it operates, and binds, as far as possible, its interlocutors to the same responsibility and attention.

Reporting Breaches

Anyone who, as an administrator, employee or business partner of Woodtech Italia or an administrator of a company controlled by Woodtech Italia, becomes aware of a breach of the Code by a person obliged to comply with it, is obliged to report it promptly to the Supervisory Body of Woodtech Italia.

Recipients of Procedures, Contractual Clauses, Practices, Directives or Orders in Conflict with the Code of Ethics

The recipients of a procedure, a contractual clause, a practice, directive or order that are in evident contrast with the Code of Ethics are obliged not to comply with the procedure, clause, practice, directive or order received, and to promptly report the fact to the Supervisory Body, without this entailing any liability on their part.

The recipients of a procedure, a contractual clause, a practice, directive or order that are in possible contrast with the Code of Ethics are obliged to comply with the procedure, clause, practice, directive or order issued, if mandatory, and at the same time promptly report the fact to the Supervisory Body.

Supervisory Body

The Supervisory Body of Woodtech Italia monitors compliance with the Code of Ethics by the obliged parties. It is obliged to receive reports and to provide as per the provisions of the Regulations. The Supervisory Body can be contacted by sending a registered letter to Woodtech Italia, via Gramsci 10, Monza, clearly stating “CONFIDENTIAL – SUPERVISORY BODY”. Reports must always clearly state the sender and be signed or, if sent by e-mail, use the personal company mailbox or a certified e-mail box. The Supervisory Body reports to the judicial authority any reports containing defamatory and/or slanderous content.

Publicity of the Code of Ethics

The Code of Ethics is made available in paper format, in the company’s electronic environment, and published on the company’s website, in an easily accessible position. Anyone can request and obtain a copy of it at any time. Woodtech Italia gives maximum dissemination and visibility to the existence of the Code of Ethics, through marketing and communication campaigns. Woodtech Italia’s business partners are put in a position to know the existence of the document and its complete availability. Written or electronic communications addressed to customers by the Woodtech Italia sales network or to suppliers by those responsible for purchases systematically highlight the existence of the Code of Ethics and the electronic link to the relative document.

In accordance with the Regulations of the Supervisory Body of Woodtech Italia, the utmost confidentiality is guaranteed for reports received by letter or e-mail. The e-mail box and the register of reports are not accessible to the company’s administrators, managers and employees, and are managed by the members of the Supervisory Body under a duty of secrecy. The members of the Supervisory Body themselves exercise their functions independently and without any hierarchical constraint.

Contracts with Business Partners

All written contracts with business partners that are stipulated after the entry into force of the Code of Ethics contain an annex containing the full text of the Code, which the partner signs for full and unconditional acceptance. Alternatively, the partner may adhere to the Code of Ethics by declaring, within the contract, that he or she has seen and fully accepted its content; in any case, the contract must indicate the web address at which the full text of the document is always available. In cases where a commercial relationship is not governed by a written contract, the rules of the Code of Ethics have the value of General Contract Conditions pursuant to art. 1341 of the Civil Code.

Relations with Shareholders

Woodtech Italia bases its relations with its shareholders and bondholders on the principles of respect, transparency and fairness. It guarantees its shareholders and bondholders access to the information necessary for the correct and informed exercise of their rights. Shareholders and other stakeholders who access data and information relating to the company are obliged to use them for the sole purpose of exercising their rights and prerogatives, and to refrain from any improper dissemination or use of the same.

Relations with Group Companies and Subsidiaries

Woodtech Italia participates in the management of companies in which it holds shares or interests by exercising its shareholder rights in the interest of the companies themselves. When it controls companies, it exercises coordination functions, refraining from conduct that, while generating an advantage for itself, could damage the assets of the controlled company, except for the principle of compensatory advantage (art. 2497 C.C.). In the management of commercial relations between the various companies of the Group, Woodtech Italia regulates relations with adequate contractual support. The fees provided for and, more generally, the contractual conditions are always in line with market values.

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.