Ethical code

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Woodtech Italia Srl

CHAPTER I

GENERAL RULES

CHAPTER II

RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS

CHAPTER III

RELATIONS WITH THE PUBLIC ADMINISTRATION AND THE AUTHORITIES

CHAPTER IV

RELATIONS WITH WORKERS

GENERAL RULES

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.

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RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS

General Principles in Relations with Customers and Suppliers

Woodtech Italia aims to establish fair, long-lasting business relationships with mutual economic benefit and reduced litigation. To this end, contracts, whether oral or written, must have clear content, correspond to what has been discussed in negotiations, and be correctly understood by the parties.

Supplier Selection

In the selection of suppliers and the awarding of contracts, Woodtech Italia also favors suppliers who respect the criteria of Sustainable Public Procurement and/or who have implemented correct management practices according to ISO 26000:2010, even with regard to the protection of health in the workplace.

Pre-qualification of Business Partners

Woodtech Italia selects its business partners on the basis of their adherence to the principles and rules of conduct of the Code of Ethics. Where interlocutors operate in a competitive market, adherence to the Code of Ethics is considered an indispensable prerequisite for establishing business relationships.

When it is called upon to identify a business partner who operates on its behalf or who, in any case, interacts with its customers (subcontractor, transport agent, sales agent, warehouse management contractor, etc.), it is obliged to adopt selection procedures that take into account:

  • any contractual violations or breaches of the Code of Ethics found in the performance of previous assignments, and their relative seriousness;
  • the existence of final convictions handed down to the company or its administrators for crimes against the State’s assets, corruption or extortion, violation of the rules on the health and safety of workers, criminal association or similar.

Selection procedures may provide for the “trial” assignment of low-risk tasks and/or the assignment of reliability classes (internal rating) to business partners on the basis of which tasks with different levels of risk are assigned.

For business partners who operate on its behalf or who interact with its customers, pre-qualification checks are carried out with greater rigor and severity.

Pre-contractual Phase

Woodtech Italia manages pre-contractual negotiations in accordance with the principles of good faith, loyalty, transparency and confidentiality. By way of example, the following conduct is considered contrary to good faith, loyalty, transparency and confidentiality:

  • initiating a negotiation with purposes different from those declared or understood by the other party;
  • using confidential information of the other party acquired during the negotiation for purposes unrelated to the business transaction;
  • voluntarily communicating false information to the other party, even if not decisive for the conclusion of the business transaction;
  • concealing from the other party the existence of known circumstances that could lead to their refusal to enter into the business transaction;
  • inducing the other party, through deception, to believe that a non-existent circumstance exists, even if not decisive for the conclusion of the business transaction;
  • formulating ambiguous contractual clauses in order to mislead the other party;
  • presenting or implying non-existent credentials during negotiations, or declaring or communicating qualifications that do not correspond to the truth.

The natural persons responsible for the negotiations operate exclusively in the interest of Woodtech Italia. In the event of a conflict between personal interest and the interest of Woodtech Italia, they are obliged to promptly communicate this to their superior or principal, who may revoke the mandate and replace the person responsible, or give binding instructions. In no case may a personal benefit not inherent in the object of the contract be accepted, offered or requested during negotiations. Commercial customs are saved, taking into account the circumstances (working lunch, small gifts, and the like).

Contractual Fees

The contractual fee for goods, services and works must be fair and not deviate significantly from the market value, taking into account the circumstances.

Donations or other acts of liberality are only permitted in favor of associations and entities with an exclusive purpose of charity and/or social promotion. Gifts and presents are permitted, provided they are of modest value, in accordance with commercial customs.

Contract or Relationship Management

Woodtech Italia diligently performs its contractual obligations. It also holds the economic operators who operate on its behalf to the same diligence. It selects them taking into account the quality of the work previously performed. In the event of improper performance of obligations, it actively takes steps to contain the effects of the damage and to reimburse what is due by law, if necessary activating the responsible third parties and/or existing insurance coverage.

Payments to and from Woodtech Italia should not be made in cash, if possible. In any case, they must always be traceable and documented with a receipt, bank statement, receipt or similar.

Woodtech Italia manages contractual relationships of any kind in accordance with loyalty and good faith. It is committed to preventing disputes and to the amicable settlement of any disputes that may arise. It protects its rights, taking into account the general interest and the risk associated with excessive litigation.

Management of Professional Consultancies

Woodtech Italia diligently fulfills its contractual obligations. It also holds the economic operators who operate on its behalf to the same diligence. It selects them taking into account the quality of the work previously performed. In the event of improper performance of obligations, it actively takes steps to contain the effects of the damage and to reimburse what is due by law, if necessary activating the responsible third parties and/or existing insurance coverage. Payments to and from Woodtech Italia should not be made in cash, if possible. In any case, they must always be traceable and documentable with a receipt, bank statement, receipt or similar. Woodtech Italia manages contractual relationships of any kind in accordance with loyalty and good faith. It is committed to preventing disputes and to the amicable settlement of any disputes that may arise. It protects its rights, taking into account the general interest and the risk associated with excessive litigation.

Responsibility towards the Market

Woodtech Italia recognizes the role of the free market as a ground for competition and comparison among economic operators who respect and share its rules. In the pursuit of its business interests, it refrains from unfair conduct towards its competitors; it also refrains from illegitimate initiatives contrary to the free market (such as cartels, trusts, or similar). It does not enter into business relationships with entities that have been convicted of serious or repeated acts of unfair competition, as far as is known. The following are considered to be examples of unfair conduct:

  • Poaching a competitor’s significant number of executives and/or employees within a relatively short period of time (distraction of personnel);
  • Using trademarks, signs or slogans belonging to other market operators or that may cause confusion among recipients, to the disadvantage of a competitor;
  • Illegal use of trademarks or patents belonging to a competitor;
  • Dissemination or communication of false news aimed at discrediting a competitor.

Woodtech Italia recognizes the importance of protecting intellectual property as a foundation for business development. It undertakes to refrain from any harmful or abusive conduct of works, patents, trademarks that it does not own, as they are protected by law. It promotes its own works, patents and trademarks by protecting them appropriately and defending them against any abuse by third parties. It requires its business partners to use Woodtech Italia’s proprietary trademarks carefully and respectfully, if authorized.

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RELATIONS WITH THE PUBLIC ADMINISTRATION AND THE AUTHORITIES

JUDICIAL AND PUBLIC CONTROL AUTHORITIES

Business Relations with the Public Administration

In its business relations with the national or foreign public administration (for contracts for services or similar), Woodtech Italia adheres with particular scrupulousness and attention to the provisions of the previous Chapter II on relations with customers, suppliers and professionals. In any case, it acts in full compliance with the legal procedures provided for the awarding and management of contracts.

In its business or professional consulting relations with individuals who are public officials or persons holding public office and employed by a national or foreign public administration, Woodtech Italia, when acting as a client, adheres scrupulously to the following rules:

  • The use of such individuals is made only in the presence of proven professional skills not otherwise available on the market, and must be justified;
  • The contract is drawn up in writing, has a defined object, a predetermined duration, and the consideration is identified or determinable according to precise and defined criteria;
  • The contract contains a termination clause, without any charge to Woodtech Italia, in the event of opposition from the administration of affiliation;
  • The contract is stipulated at least 30 days before the start of the service;
  • At least 20 days before the start of the service, Woodtech Italia communicates to the administration of affiliation the existence of the contract, the object, the duration and the consideration;
  • The consideration is established on the basis of reference professional tables or, where not existing or available, in a measure not exceeding the market value of the service;
  • A scrupulous control is carried out on the actual quality of the service performed and its compliance with the provisions of the contract.

When Woodtech Italia procures goods or services or other services to public officials or persons holding public office and employed by a national or foreign public administration, the contractual precautions listed above are not required, but particular attention must be paid to the fairness of the consideration, which cannot be significantly lower than the list price or the average price charged to that specific type of customer. The good faith of the commercial operator who is unaware of the customer’s qualification is saved.

Administrative Relations with the Public Administration and with Public Control Authorities

Woodtech Italia maintains relations with the public administration and with public control authorities that are characterized by correctness and transparency. It promptly verifies the correctness and truthfulness of the declarations made and the documents submitted. Any offer of money or other benefit to public officials, persons holding public office or officials of a public administration by administrators, managers, employees or collaborators of Woodtech Italia, or by anyone acting, even without representation, on behalf of Woodtech Italia, is prohibited. Any request or claim for money or other benefit from public officials, persons holding public office or officials of a public administration made to administrators, managers, employees or collaborators of Woodtech Italia, or to anyone acting, even without representation, on behalf of Woodtech Italia, must be promptly reported to the Supervisory Body for appropriate action.

Relations with the Judicial Authority

In its relations with the judicial authorities (including the investigating magistracy and the judicial police) all the obligations of conduct provided for with respect to the public administration apply. It is also prohibited:

  • To induce or oblige anyone to make false statements to the judicial authorities or to conceal known information in the interest of Woodtech Italia;
  • To enter into professional contracts, consultancy contracts or other commercial contracts where a magistrate or official of a judicial authority is a supplier or service provider.

Independent administrative authorities (authorities) to whose control Woodtech Italia is subject, such as the Italian Competition Authority (antitrust), the Italian Data Protection Authority (privacy guarantor), etc., are considered equivalent to judicial authorities.

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RELATIONS WITH WORKERS

Woodtech Italia recognizes its human resources as its primary corporate capital and main source of income. It considers the correct and careful management of personnel to be a primary activity as it is the main factor in the company’s success. Woodtech Italia is committed to scrupulously complying with legal obligations towards workers, whether they concern the protection of their safety and health, wage and contribution treatment, or the exercise of trade union rights, non-discrimination and the protection of personal dignity. In addition to legal obligations, Woodtech Italia is committed to valuing workers in their professional and personal sphere. It rewards merit and promotes competence. It encourages, where possible and relevant to the work sphere, the improvement of knowledge and skills through targeted training courses. It promotes, also through cultural, recreational or leisure initiatives in the work and extra-work environment, the creation of a climate of courtesy, collaboration and esteem among workers, and the development of people in their integrity. At the same time, Woodtech Italia requires its workers to be committed, competent, professional, courteous and punctual. It also asks, in compliance with the obligation of loyalty to which they are bound:

  • Adherence to the Company’s reference principles, contained in this Code, and to the related rules of conduct;
  • Respect for corporate hierarchies, all procedures, rules and practices, even unwritten ones, as they are mandatory, and for instructions received from superiors;
  • Fairness and good faith, politeness and respect in interpersonal relationships with colleagues, customers and suppliers.

Workers are specifically prohibited from accepting or demanding compensation or other benefits in relation to the performance of their work activities, with the exception of small gifts that are customary in the commercial sphere. New hires are obliged, as a condition for their employment, to understand, accept and sign this Code of Ethics.

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CHAPTER V

RELATIONS WITH SHAREHOLDERS AND GROUP COMPANIES

CHAPTER VI

RELATIONS WITH CIVIL SOCIETY

CHAPTER VII

OBLIGATIONS OF COMMERCIAL PARTNERS

CHAPTER VIII

SANCTIONS

RELATIONS WITH SHAREHOLDERS AND GROUP COMPANIES

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.

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RELATIONS WITH CIVIL SOCIETY

Woodtech Italia promotes a free and democratic civil society, based on respect for the human person and the family, the social and natural environment. It firmly condemns all forms of slavery, discrimination, and the abusive exercise of violence or threats. In its relations with the market, Woodtech Italia refuses to operate with business partners who are responsible for acts of slavery, human trafficking, smuggling of illegal immigrants, use of irregular labor, use of child labor, or who participate, even indirectly, in terrorist or subversive initiatives. It also refuses to operate with business partners involved in criminal association (especially of a mafia type) or who have been responsible for serious acts of corruption towards public officials. Finally, it refuses to operate with business partners who have been responsible for serious phenomena of air, soil and water pollution, environmental disasters or similar. When operating in non-democratic countries, or in any case where European standards for the protection of freedom and human dignity are not guaranteed, Woodtech Italia still refuses to operate with business partners who use slaves, child labor (as defined by the UN Conventions on the subject) or who participate, even indirectly, in terrorist-type initiatives. Woodtech Italia aims to establish mechanisms for selecting commercial offers that take into account, in the overall evaluation, also the guarantees of respect for legality, respect for human dignity and environmental protection by the partner to be selected.
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OBLIGATIONS OF COMMERCIAL PARTNERS

Woodtech Italia’s Business Partners

Woodtech Italia’s business partners share and undertake to respect the values indicated in CHAPTER I – GENERAL RULES of this Code of Ethics. In their relations with Woodtech Italia and with the market, Woodtech Italia’s business partners share, adopt and undertake to respect the rules of conduct indicated in CHAPTER II – RELATIONS WITH CUSTOMERS AND SUPPLIERS, RELATIONS WITH THE MARKET, in the sections Pre-contractual Phase, Contract or Relationship Management, Management of Professional Consultancies and Responsibility towards the Market.

In the exercise of their business activities, Woodtech Italia’s business partners comply with the prohibitions indicated in the previous CHAPTER VI – RELATIONS WITH CIVIL SOCIETY regarding the protection of human dignity, respect for the environment, and respect for legality and the market.

The obligations set out in this CHAPTER are not negotiable or derogable in any way, and constitute the minimum condition for an economic operator to enter into business relations with Woodtech Italia.

If a Woodtech Italia business partner, while complying with the obligations set out in this CHAPTER, makes use, even indirectly, of business partners who do not comply with the same, he or she shall be equally and directly liable to Woodtech Italia.

The following are considered serious violations of the obligations set out in this CHAPTER (the list is exemplary):

  • Carrying out illegal business activities;
  • Criminal association (especially of a mafia type);
  • Engaging in unfair competition practices against Woodtech Italia;
  • Slavery, the use of child labor, even indirect participation in terrorist-type initiatives.

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SANCTIONS

TABLE OF CONTENTS

  • 1 THE FUNCTION OF THE SANCTIONING SYSTEM
  • 2 VIOLATIONS
  • 3 SANCTIONS
  • 3.1. MEASURES AGAINST ADMINISTRATORS
  • 3.2. MEASURES AGAINST AUDITORS
  • 3.3. MEASURES AGAINST MANAGERS
  • 3.4. DISCIPLINARY SANCTIONS AGAINST DEPENDENT EMPLOYEES
  • 3.5. MEASURES AGAINST SUPPLIERS AND BUSINESS PARTNERS
  • 3.6. MEASURES AGAINST COLLABORATORS, CONSULTANTS, SELF-EMPLOYED WORKERS
  • 4 COMPENSATION FOR DAMAGES

1. THE FUNCTION OF THE SANCTIONING SYSTEM

Article 6, paragraph 2, letter e) and Article 7, paragraph 4, letter b) of Legislative Decree 231/2001 indicate, as a condition for the effective implementation of the Organization, Management and Control Model, the introduction of a disciplinary system capable of sanctioning the failure to comply with the measures indicated in the Model itself.

The sanctions provided for by the disciplinary system will be applied to any violation of the provisions contained in the Model, of the management and control obligations, regardless of the conduct and outcome of the criminal proceedings that may be initiated by the Judicial Authority, in the event that the behavior to be censured integrates crime scenarios relevant under Legislative Decree 231/01.

The purpose of the sanctions provided for here is, in fact, to repress any violation of the provisions of the Model and its elements dictated for the purpose of preventing criminal offenses, promoting among company personnel and all those who collaborate with the Company the awareness of the latter’s firm will to pursue any violation of the rules placed to protect the correct performance of the duties or assignments assigned.

The violation of the obligations contained in this Model, even if aimed at pursuing a presumed business interest, constitutes a breach of contract and a disciplinary offense.

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.

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CHAPTER I

GENERAL RULES

GENERAL RULES

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.

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CHAPTER II

RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS

RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS

General Principles in Relations with Customers and Suppliers

Woodtech Italia aims to establish fair, long-lasting business relationships with mutual economic benefit and reduced litigation. To this end, contracts, whether oral or written, must have clear content, correspond to what has been discussed in negotiations, and be correctly understood by the parties.

Supplier Selection

In the selection of suppliers and the awarding of contracts, Woodtech Italia also favors suppliers who respect the criteria of Sustainable Public Procurement and/or who have implemented correct management practices according to ISO 26000:2010, even with regard to the protection of health in the workplace.

Pre-qualification of Business Partners

Woodtech Italia selects its business partners on the basis of their adherence to the principles and rules of conduct of the Code of Ethics. Where interlocutors operate in a competitive market, adherence to the Code of Ethics is considered an indispensable prerequisite for establishing business relationships.

When it is called upon to identify a business partner who operates on its behalf or who, in any case, interacts with its customers (subcontractor, transport agent, sales agent, warehouse management contractor, etc.), it is obliged to adopt selection procedures that take into account:

  • any contractual violations or breaches of the Code of Ethics found in the performance of previous assignments, and their relative seriousness;
  • the existence of final convictions handed down to the company or its administrators for crimes against the State’s assets, corruption or extortion, violation of the rules on the health and safety of workers, criminal association or similar.

Selection procedures may provide for the “trial” assignment of low-risk tasks and/or the assignment of reliability classes (internal rating) to business partners on the basis of which tasks with different levels of risk are assigned.

For business partners who operate on its behalf or who interact with its customers, pre-qualification checks are carried out with greater rigor and severity.

Pre-contractual Phase

Woodtech Italia manages pre-contractual negotiations in accordance with the principles of good faith, loyalty, transparency and confidentiality. By way of example, the following conduct is considered contrary to good faith, loyalty, transparency and confidentiality:

  • initiating a negotiation with purposes different from those declared or understood by the other party;
  • using confidential information of the other party acquired during the negotiation for purposes unrelated to the business transaction;
  • voluntarily communicating false information to the other party, even if not decisive for the conclusion of the business transaction;
  • concealing from the other party the existence of known circumstances that could lead to their refusal to enter into the business transaction;
  • inducing the other party, through deception, to believe that a non-existent circumstance exists, even if not decisive for the conclusion of the business transaction;
  • formulating ambiguous contractual clauses in order to mislead the other party;
  • presenting or implying non-existent credentials during negotiations, or declaring or communicating qualifications that do not correspond to the truth.

The natural persons responsible for the negotiations operate exclusively in the interest of Woodtech Italia. In the event of a conflict between personal interest and the interest of Woodtech Italia, they are obliged to promptly communicate this to their superior or principal, who may revoke the mandate and replace the person responsible, or give binding instructions. In no case may a personal benefit not inherent in the object of the contract be accepted, offered or requested during negotiations. Commercial customs are saved, taking into account the circumstances (working lunch, small gifts, and the like).

Contractual Fees

The contractual fee for goods, services and works must be fair and not deviate significantly from the market value, taking into account the circumstances.

Donations or other acts of liberality are only permitted in favor of associations and entities with an exclusive purpose of charity and/or social promotion. Gifts and presents are permitted, provided they are of modest value, in accordance with commercial customs.

Contract or Relationship Management

Woodtech Italia diligently performs its contractual obligations. It also holds the economic operators who operate on its behalf to the same diligence. It selects them taking into account the quality of the work previously performed. In the event of improper performance of obligations, it actively takes steps to contain the effects of the damage and to reimburse what is due by law, if necessary activating the responsible third parties and/or existing insurance coverage.

Payments to and from Woodtech Italia should not be made in cash, if possible. In any case, they must always be traceable and documented with a receipt, bank statement, receipt or similar.

Woodtech Italia manages contractual relationships of any kind in accordance with loyalty and good faith. It is committed to preventing disputes and to the amicable settlement of any disputes that may arise. It protects its rights, taking into account the general interest and the risk associated with excessive litigation.

Management of Professional Consultancies

Woodtech Italia diligently fulfills its contractual obligations. It also holds the economic operators who operate on its behalf to the same diligence. It selects them taking into account the quality of the work previously performed. In the event of improper performance of obligations, it actively takes steps to contain the effects of the damage and to reimburse what is due by law, if necessary activating the responsible third parties and/or existing insurance coverage. Payments to and from Woodtech Italia should not be made in cash, if possible. In any case, they must always be traceable and documentable with a receipt, bank statement, receipt or similar. Woodtech Italia manages contractual relationships of any kind in accordance with loyalty and good faith. It is committed to preventing disputes and to the amicable settlement of any disputes that may arise. It protects its rights, taking into account the general interest and the risk associated with excessive litigation.

Responsibility towards the Market

Woodtech Italia recognizes the role of the free market as a ground for competition and comparison among economic operators who respect and share its rules. In the pursuit of its business interests, it refrains from unfair conduct towards its competitors; it also refrains from illegitimate initiatives contrary to the free market (such as cartels, trusts, or similar). It does not enter into business relationships with entities that have been convicted of serious or repeated acts of unfair competition, as far as is known. The following are considered to be examples of unfair conduct:

  • Poaching a competitor’s significant number of executives and/or employees within a relatively short period of time (distraction of personnel);
  • Using trademarks, signs or slogans belonging to other market operators or that may cause confusion among recipients, to the disadvantage of a competitor;
  • Illegal use of trademarks or patents belonging to a competitor;
  • Dissemination or communication of false news aimed at discrediting a competitor.

Woodtech Italia recognizes the importance of protecting intellectual property as a foundation for business development. It undertakes to refrain from any harmful or abusive conduct of works, patents, trademarks that it does not own, as they are protected by law. It promotes its own works, patents and trademarks by protecting them appropriately and defending them against any abuse by third parties. It requires its business partners to use Woodtech Italia’s proprietary trademarks carefully and respectfully, if authorized.

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CHAPTER III

RELATIONS WITH THE PUBLIC ADMINISTRATION AND THE AUTHORITIES

RELATIONS WITH THE PUBLIC ADMINISTRATION AND THE AUTHORITIES

JUDICIAL AND PUBLIC CONTROL AUTHORITIES

Business Relations with the Public Administration

In its business relations with the national or foreign public administration (for contracts for services or similar), Woodtech Italia adheres with particular scrupulousness and attention to the provisions of the previous Chapter II on relations with customers, suppliers and professionals. In any case, it acts in full compliance with the legal procedures provided for the awarding and management of contracts.

In its business or professional consulting relations with individuals who are public officials or persons holding public office and employed by a national or foreign public administration, Woodtech Italia, when acting as a client, adheres scrupulously to the following rules:

  • The use of such individuals is made only in the presence of proven professional skills not otherwise available on the market, and must be justified;
  • The contract is drawn up in writing, has a defined object, a predetermined duration, and the consideration is identified or determinable according to precise and defined criteria;
  • The contract contains a termination clause, without any charge to Woodtech Italia, in the event of opposition from the administration of affiliation;
  • The contract is stipulated at least 30 days before the start of the service;
  • At least 20 days before the start of the service, Woodtech Italia communicates to the administration of affiliation the existence of the contract, the object, the duration and the consideration;
  • The consideration is established on the basis of reference professional tables or, where not existing or available, in a measure not exceeding the market value of the service;
  • A scrupulous control is carried out on the actual quality of the service performed and its compliance with the provisions of the contract.

When Woodtech Italia procures goods or services or other services to public officials or persons holding public office and employed by a national or foreign public administration, the contractual precautions listed above are not required, but particular attention must be paid to the fairness of the consideration, which cannot be significantly lower than the list price or the average price charged to that specific type of customer. The good faith of the commercial operator who is unaware of the customer’s qualification is saved.

Administrative Relations with the Public Administration and with Public Control Authorities

Woodtech Italia maintains relations with the public administration and with public control authorities that are characterized by correctness and transparency. It promptly verifies the correctness and truthfulness of the declarations made and the documents submitted. Any offer of money or other benefit to public officials, persons holding public office or officials of a public administration by administrators, managers, employees or collaborators of Woodtech Italia, or by anyone acting, even without representation, on behalf of Woodtech Italia, is prohibited. Any request or claim for money or other benefit from public officials, persons holding public office or officials of a public administration made to administrators, managers, employees or collaborators of Woodtech Italia, or to anyone acting, even without representation, on behalf of Woodtech Italia, must be promptly reported to the Supervisory Body for appropriate action.

Relations with the Judicial Authority

In its relations with the judicial authorities (including the investigating magistracy and the judicial police) all the obligations of conduct provided for with respect to the public administration apply. It is also prohibited:

  • To induce or oblige anyone to make false statements to the judicial authorities or to conceal known information in the interest of Woodtech Italia;
  • To enter into professional contracts, consultancy contracts or other commercial contracts where a magistrate or official of a judicial authority is a supplier or service provider.

Independent administrative authorities (authorities) to whose control Woodtech Italia is subject, such as the Italian Competition Authority (antitrust), the Italian Data Protection Authority (privacy guarantor), etc., are considered equivalent to judicial authorities.

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CHAPTER IV

RELATIONS WITH WORKERS

RELATIONS WITH WORKERS

Woodtech Italia recognizes its human resources as its primary corporate capital and main source of income. It considers the correct and careful management of personnel to be a primary activity as it is the main factor in the company’s success. Woodtech Italia is committed to scrupulously complying with legal obligations towards workers, whether they concern the protection of their safety and health, wage and contribution treatment, or the exercise of trade union rights, non-discrimination and the protection of personal dignity. In addition to legal obligations, Woodtech Italia is committed to valuing workers in their professional and personal sphere. It rewards merit and promotes competence. It encourages, where possible and relevant to the work sphere, the improvement of knowledge and skills through targeted training courses. It promotes, also through cultural, recreational or leisure initiatives in the work and extra-work environment, the creation of a climate of courtesy, collaboration and esteem among workers, and the development of people in their integrity. At the same time, Woodtech Italia requires its workers to be committed, competent, professional, courteous and punctual. It also asks, in compliance with the obligation of loyalty to which they are bound:

  • Adherence to the Company’s reference principles, contained in this Code, and to the related rules of conduct;
  • Respect for corporate hierarchies, all procedures, rules and practices, even unwritten ones, as they are mandatory, and for instructions received from superiors;
  • Fairness and good faith, politeness and respect in interpersonal relationships with colleagues, customers and suppliers.

Workers are specifically prohibited from accepting or demanding compensation or other benefits in relation to the performance of their work activities, with the exception of small gifts that are customary in the commercial sphere. New hires are obliged, as a condition for their employment, to understand, accept and sign this Code of Ethics.

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CHAPTER V

RELATIONS WITH SHAREHOLDERS AND GROUP COMPANIES

RELATIONS WITH SHAREHOLDERS AND GROUP COMPANIES

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.

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CHAPTER VI

RELATIONS WITH CIVIL SOCIETY

RELATIONS WITH CIVIL SOCIETY

Woodtech Italia promotes a free and democratic civil society, based on respect for the human person and the family, the social and natural environment. It firmly condemns all forms of slavery, discrimination, and the abusive exercise of violence or threats. In its relations with the market, Woodtech Italia refuses to operate with business partners who are responsible for acts of slavery, human trafficking, smuggling of illegal immigrants, use of irregular labor, use of child labor, or who participate, even indirectly, in terrorist or subversive initiatives. It also refuses to operate with business partners involved in criminal association (especially of a mafia type) or who have been responsible for serious acts of corruption towards public officials. Finally, it refuses to operate with business partners who have been responsible for serious phenomena of air, soil and water pollution, environmental disasters or similar. When operating in non-democratic countries, or in any case where European standards for the protection of freedom and human dignity are not guaranteed, Woodtech Italia still refuses to operate with business partners who use slaves, child labor (as defined by the UN Conventions on the subject) or who participate, even indirectly, in terrorist-type initiatives. Woodtech Italia aims to establish mechanisms for selecting commercial offers that take into account, in the overall evaluation, also the guarantees of respect for legality, respect for human dignity and environmental protection by the partner to be selected.
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CHAPTER VII

OBLIGATIONS OF COMMERCIAL PARTNERS

OBLIGATIONS OF COMMERCIAL PARTNERS

Woodtech Italia’s Business Partners

Woodtech Italia’s business partners share and undertake to respect the values indicated in CHAPTER I – GENERAL RULES of this Code of Ethics. In their relations with Woodtech Italia and with the market, Woodtech Italia’s business partners share, adopt and undertake to respect the rules of conduct indicated in CHAPTER II – RELATIONS WITH CUSTOMERS AND SUPPLIERS, RELATIONS WITH THE MARKET, in the sections Pre-contractual Phase, Contract or Relationship Management, Management of Professional Consultancies and Responsibility towards the Market.

In the exercise of their business activities, Woodtech Italia’s business partners comply with the prohibitions indicated in the previous CHAPTER VI – RELATIONS WITH CIVIL SOCIETY regarding the protection of human dignity, respect for the environment, and respect for legality and the market.

The obligations set out in this CHAPTER are not negotiable or derogable in any way, and constitute the minimum condition for an economic operator to enter into business relations with Woodtech Italia.

If a Woodtech Italia business partner, while complying with the obligations set out in this CHAPTER, makes use, even indirectly, of business partners who do not comply with the same, he or she shall be equally and directly liable to Woodtech Italia.

The following are considered serious violations of the obligations set out in this CHAPTER (the list is exemplary):

  • Carrying out illegal business activities;
  • Criminal association (especially of a mafia type);
  • Engaging in unfair competition practices against Woodtech Italia;
  • Slavery, the use of child labor, even indirect participation in terrorist-type initiatives.

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CHAPTER VIII

SANCTIONS

SANCTIONS

TABLE OF CONTENTS

  • 1 THE FUNCTION OF THE SANCTIONING SYSTEM
  • 2 VIOLATIONS
  • 3 SANCTIONS
  • 3.1. MEASURES AGAINST ADMINISTRATORS
  • 3.2. MEASURES AGAINST AUDITORS
  • 3.3. MEASURES AGAINST MANAGERS
  • 3.4. DISCIPLINARY SANCTIONS AGAINST DEPENDENT EMPLOYEES
  • 3.5. MEASURES AGAINST SUPPLIERS AND BUSINESS PARTNERS
  • 3.6. MEASURES AGAINST COLLABORATORS, CONSULTANTS, SELF-EMPLOYED WORKERS
  • 4 COMPENSATION FOR DAMAGES

1. THE FUNCTION OF THE SANCTIONING SYSTEM

Article 6, paragraph 2, letter e) and Article 7, paragraph 4, letter b) of Legislative Decree 231/2001 indicate, as a condition for the effective implementation of the Organization, Management and Control Model, the introduction of a disciplinary system capable of sanctioning the failure to comply with the measures indicated in the Model itself.

The sanctions provided for by the disciplinary system will be applied to any violation of the provisions contained in the Model, of the management and control obligations, regardless of the conduct and outcome of the criminal proceedings that may be initiated by the Judicial Authority, in the event that the behavior to be censured integrates crime scenarios relevant under Legislative Decree 231/01.

The purpose of the sanctions provided for here is, in fact, to repress any violation of the provisions of the Model and its elements dictated for the purpose of preventing criminal offenses, promoting among company personnel and all those who collaborate with the Company the awareness of the latter’s firm will to pursue any violation of the rules placed to protect the correct performance of the duties or assignments assigned.

The violation of the obligations contained in this Model, even if aimed at pursuing a presumed business interest, constitutes a breach of contract and a disciplinary offense.

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.

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