Code of Conduct

Revision 00 dd. 17.05.2023
Based on ISO 37301:2021

Contents
6.

Ethical principles

16

7.

Relations with third parties

18

7.1.

19

8.
1.

7.2. Relations with customers and suppliers

19

7.3. Relations with the Public Administration and/or relations of a public nature

21

7.4. Relations with political and labor organizations

22

7.5. Relations with the media

23

7.6. Non-profit initiatives

23

Corporate governanceAccounting transparency and internal controls.
Anti-money laundering.

24

The vision of the HTI Group4

8.1. Corporate Governance

25

1.1.

5

8.2. Accounting records

26

5

8.3. Internal Controls

27

8.4. Anti-Money Laundering

27

Globally sustainable technologies brought together in the same Group

1.2. Mission from a sustainable ethics perspective

2.

Relations with temporary staff

Purpose and scopeof the Code of Ethics and Business Conduct (CoBC)

6

9.

Personnel policies and work environment

28

9.1. Human resources29

9.2. Harassment in the workplace29

9.3. Health of the individual29

3.

Terms and definitions

8

4.

Introduction

10

10. Safety and environmental protection

30

5.

General principles

12

11. Confidential information and privacy protection

32

5.1. Recipients13

11.1. Confidential information and privacy protection

33

5.2. Commitments of the HTI Group

13

11.2. Insider trading33

5.3. Obligations of recipients

14

5.4. Supervisory body

14

5.5. Effectiveness of the Code of Ethics and consequences of its violation

15

12. Final provisions

34

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3

1.

The vision of
the HTI Group

1.1.
Globally sustainable
technologies brought
together in the same Group

1.2.
Mission from a sustainableethics perspective
Our mission is to design, manufacture and mar-

The companies that are part of the HTI Groupket high quality and maximum safety products byfocus on selected market segments in the follow-

applying a strict internal quality assurance system

ing areas: ropeways, snow groomers and tracked

to our processes and pursuing continual improve-vehicles for all types of slopes and terrain, tech-ment through research, development and constantnical snowmaking systems, urban transportation

control and selection of raw materials. Developing

systems and wind farms.

strong and lasting partnerships with suppliers alsoenables us to progressively improve the added val-

Although they appear to be so different, the activi-

ue of the resources used. The use of eco-friendly

ties above are conversely able to develop valuable

products and environmentally sustainable process-synergy due to the HTI Group's distinctive traits,es, managed with respect for the health and safety

such as high coordination capacity and a networkof operators and attention to energy conservation,connection for data collection and transmission

allow the HTI Group to contribute to protecting theamong the companies involved.

environment, a value it firmly believes in.

By virtue of the aforementioned characteristics,

Advanced technological development as well as

we can present ourselves on the world market as

safety and impeccable quality have made thea single supplier offering all the high-tech tools

HTI Group a market leader. The main reasons forneeded for winter activities.

this success are to be found in innovation andadvanced technology, which are also the result of

As a result of the growth of our HTI Group, ourthe great professionalism of its specialized staff.

operational network is also growing in size. This
enables us to offer high quality services that are at
the same time also very cost-effective.
Our production centers and administrative offices
are located in more than 10 countries. They correspond to our main markets, where our technologies come into play: in the countries in the Alpine
region (Italy, France, Austria, Germany, Slovakia),
in Scandinavia (Sweden), in the United States,
Canada and China as well as in India, an emerging
country for wind energy.

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5

2.

Purpose and scopeof the Code of Ethics
and Business Conduct (CoBC)This Code of Ethics and Business Conduct has

This Code of Ethics is addressed first and fore-

been drawn up and approved by the Board of HTI

most to Senior Figures such as directors, auditors,

S.p.A., in order to set out with clarity and trans-

attorneys and officials, who under the direction

parency the values to which all HTI Group Com-and coordination of the Chair of the Board of thepanies, as well as the direct or indirect investees,

Holding Company represent the companies of theare inspired in order to achieve their sustainable

HTI Group and are committed in the name of thegrowth objectives, also taking into account thecompanies they represent.

responsibilities that they assume mutually andtowards the parent company.

In addition, the HTI Group is committed to ensuring the broadest dissemination of the CodeThis Code of Ethics, which is also shared by theof Ethics and to providing adequate information

management bodies of the other HTI Group Com-

tools in relation to its contents providing for its

panies, is the first tool for protecting and regulating

publication on its website, posting on notice

the business which everyone is called to abide byboards at the various offices, making a copy

scrupulously and whose application the Boards

available to all its employees and to all the strate-

will oversee, through appropriate Control Bodies,gic partners with which it collaborates, wheneverin order to ensure compliance throughout the HTI

it is deemed useful and necessary.

Group.
Therefore, all employees and temporary staff, asThis choice is essential to ensure the smooth oper-

well as all those who cooperate in the conduct ofation, reliability and reputation of each company in

the HTI Group's business, are required to commit

the HTI Group, as well as the HTI Group itself. Allthemselves to observing and enforcing the princi-of the activities of these entities are inspired by theples set out in this Code, each within the scope ofprinciple of complying with all relevant laws andtheir functions and responsibilities.

regulations in the countries in which they operate,
integrating business with respect for partners andindividuals. In addition, the Code of Ethics also
aims to establish clear ethical and operational
principles relevant to the prevention of crimes, if
considered as such by the laws of individual states.
The HTI Group considers honesty, reliability, impartiality, loyalty, fairness, good faith and compliance with laws as crucial factors for its success,also recognizes the importance of ethical andsocial responsibility in the conduct of its businessand is committed to respecting the interests of
its stakeholders and the community with which itcomes to interact.

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7

3.

For the purposes of this document, the following

Terms and definitionsfterms and definitions apply:ab"HTI Holding" shall mean the company
HTI S.p.A;"Organization" shall mean the person org"HTI Company" shall mean an individual HTI

group of people that has their own functions

Group Company or a subgroup of HTI Group

with responsibilities, authorities and relation-

Companies, excluding the HTI Group Holding

ships to achieve its objectives;

Company;"Context of the organization" refers to theh"Guidelines" shall mean the documents referredcombination of internal and external issues thatto as "Guidelines" and circulated within the

may impact an organization's approach to de-respective HTI Companies.

velopment and achievement of its objectives;cd"Policy" shall mean the intentions and direc-

For the remaining definitions, please refer to thetions of an organization as formally expressed

standards governing product and process quality

by its top management; "quality policy" shallat national level, to UNI EN ISO standards thatmean the policy related to quality. "Vision" isare directly and/or indirectly relevant to this Code,what an organization would like to become as

to the other parts of this document as well as toexpressed by top management, and "mission"

the relevant documents referred to by the otheris the organization's purpose for existing as

management systems and/or organizational mod-expressed by top management. Finally, theels adopted by each company of the HTI Group,"strategy" is the plan to achieve an overall or

all of which are an integral and essential part oflong-term objective;

this Code.

"Compliance" shall mean meeting all obligations,that is, all requirements which an organization
mandatorily has to comply with, as well as thosethat an organization voluntarily chooses to comply with;e"HTI Group" shall mean all the companies ofthe HTI Group, including the HTI Group Holding
company and the HTI Group Companies;

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9

4.

The HTI Group is composed of companies that,

Introduction

thanks to technological knowledge, commitment toresearch, innovation and development, and a clear
and strategic vocation, face new challenges every
day, reaffirming their leadership in the market.
All HTI Group Companies respect and firmly believe in the following values:» Social Responsibility,» Ethics,» Quality,» Growth.
The activities of the HTI Group's Companies arecarried out in compliance with mandatory andvoluntary provisions and in accordance with theprinciples of honesty, reliability, impartiality, loyalty,transparency, fairness and good faith, as better
stated in this Code of Ethics.
In order to achieve the aforementioned goals, allpersons involved in the activities of each HTI Group
Company - starting with top management, directors, managers, auditors, independent auditors,
employees, temporary staff (including consultants,
representatives, intermediaries, agents, etc.), andincluding third parties who have contractual relationships with the said companies - are required tocomply with the rules of the corporate compliancesystem and the provisions of this Code of Ethics.

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5.

General principles

5.1.
Recipients

5.2.
Commitments of the HTI GroupThe Code of Ethics applies to each director, audi-

Each HTI Group Company shall ensure:

tor, manager, employee, temporary staff (including
consultants, representatives, intermediaries, agents,+ broadest dissemination of the Code of Ethics toetc.) and anyone who has (even occasional) con-its directors, managers, employees and tempo-

tractual relationships with the HTI Group (hereinafterrary staff in general;also collectively referred to as the "Recipients").
+ the dissemination of information tools, training
Top Management - in setting general guidelines andand sharing about the contents and correct

objectives and in any decision or action relatinginterpretation of the Code of Ethics;

to the management of activities - is required to be
guided by the provisions of this Code of Ethics and+ the periodic updating of the Code of Ethics;

the principles of legality, honesty and transparency
both within the HTI Group Company, thus strength-+ the conduct of timely audits in case of violations

ening cohesion and the spirit of mutual cooperation,of the Code of Ethics;

and with third parties who come into contact for any
reason with an HTI Group Company.

+ the application of a strict disciplinary system.

Employees and temporary staff, as well as partners
in business relationships and all those who havelong-term commercial relations with the HTI Group,
are required to conform their conduct to the provisions of this Code of Ethics.
Each employee and temporary staff member shallperform their duties with honesty, commitment
and professional rigor and shall, likewise, operate
in compliance with the law and internal regulations.
Relationships between employees, at any level,and between them and third parties not related to
the HTI Group Company shall be characterized byfairness, cooperation, loyalty and mutual respect.
Actions, operations, negotiations and in general
any other activity, carried out by employees of HTIGroup Companies, in the performance of their work
activities, shall be marked by managerial fairness
and transparency and comply with the law andinternal procedures.

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13

5.3.
Obligations of recipients

5.4.
Supervisory body

Each Recipient has a duty to know and share theIf appointed, the Supervisory Body—also with thecontents of the Code of Ethics and an obligation to:cooperation and support, where necessary, of+ refrain from conduct or initiatives of any other

5.5.
Effectiveness of the Codeof Ethics and consequencesof its violation

external professional experts, who may carry out

Compliance with the Code of Ethics is to be con-audit activities—shall:sidered an essential part of the contractual obli-

nature contrary to its provisions; - report any

gations provided for employees of the HTI Groupnews related to violations of the Code of Ethics+ supervise compliance with the Code of Ethics,

Company (as regards employees, in accordance

within the scope of the company's activity tothrough a procedure of continuous information

with the regulations provided for in the individual

their superiors, to the Supervisory Board, if ap-

flow with all levels of the company "at risk" andcountries), as well as for its temporary staff.

pointed, and in any case to the individuals who

the examination of reports of possible violations

carry out supervisory functions at an HTI Group

thereof, and promoting, after disclosure, any

Behavior by an employee of an HTI Group Com-

Company. Each director, manager, employee

further verification deemed necessary;pany that disregards the aforementioned rules

and temporary staff member shall, with respect

constitutes, moreover, a violation of the employ-to third parties who enter into relations with the
HTI Group Company:+ adequately inform and involve them about theprovisions of this Code of Ethics;+ disseminate and verify knowledge of the Codeee's obligation to perform with diligence the tasksof Ethics, preparing training and sharing pro-entrusted to them, thus taking on all responsibil-

grams concerning it and activities aimed atity, as provided for in the national collective labor

increasing understanding of the contents of theagreements and the laws applicable to the employ-

Code of Ethics;

ment relationship in question.

+ require compliance with the provisions of the+ prepare the issuance of guidelines and operat-

Sanctions shall be applied in accordance with theCode of Ethics in the performance of activities

ing procedures, internally with the aim of reduc-provisions of the company's disciplinary system

for which these are related to the HTI Grouping the risk of violation of the Code of Ethics,

and the procedures set forth in national collective

Company;

promoting to the appropriate extent the con-labor agreements or otherwise applicable to exist-

stant updating of the Code of Ethics;

ing relationships.

+ take the steps provided herein for the case of
failure of third parties to comply with the provisions contained in the Code of Ethics.

+ promote the autonomous adoption within the

Each HTI Group Company undertakes to pro-HTI Group of guidelines and operating proce-vide for applying, with consistency, impartiality

dures designed to reduce the risk of violation.

and uniformity, sanctions that are proportionate,
depending on their severity, to violations of theCode of Ethics and in accordance with the current provisions on the regulation of employment
relationships.

14

15

6.

Ethical principles

To achieve its goals, the HTI Group is guided by

By way of example, but not limited to, the following

the following principles:

constitute conflicts of interest:+ Compliance with all applicable laws and regula-+ the joint interest - overt or covert - of directors,

tions in the countries in which each HTI Group

executives, employees or their family members

Company operates;in the activities of suppliers, customers, or competitors, where outside the terms of the law;

+ Observance of the strictest behavioral rules indealing with the Public Administration;+ the exploitation of one's functional position to
pursue interests conflicting with those of the+ Honesty, transparency and reliability in thecompany;

preparation of company financial statements;+ the use of information acquired in the perfor+ Equality and impartiality in the treatment of cus-mance of work activities for one's own benefit or

tomers, employees and professionals, including

for the benefit of third parties and anyhow con-temporary staff;

trary to the interests of the HTI Group Company;+ Professionalism, loyalty, fairness and good faith;+ the performance of work activities of any kind(labor and intellectual services) at customers,+ Respect for its employees and temporary staff,

suppliers, competitors and/or at third parties inand for people in general;

conflict with the interests of the HTI Group;+ Environmental protection and occupational+ the conclusion, finalization or initiation of nego-

health and safety protection.

tiations and/or contracts for the companies ofthe HTI Group, whose counterparts are family

Each director, manager, employee, temporary

members or associates of directors, managers

staff member and anyone who has dealings withor employees, or legal entities of which they

HTI Group Companies is required to observe theare owners or in which they hold in any case an

above principles. No HTI Group Company will initi-

interest, and which are in any case in conflictate or continue any relationship with anyone who iswith the interests of the HTI Group if outside theblatantly unwilling to abide by them.

terms provided by law.

In the performance of their job duties, each direc-

Outside of working hours and the workplace, eachtor, manager and employee shall refrain from car-director, officer, and employee may freely engage

rying out activities that are not carried out in thein all activities permitted by law and compatible

interest of the HTI Group or that may be in conflictwith their obligations to the HTI Group.

of interest with it, even if only potential or partial.

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17

7.

Relations with third parties

7.1.
Relations withtemporary staff

7.2.
Relations with customers
and suppliers

Temporary staff is required to comply with the

In dealings with customers and suppliers, direc-

Principles set out in the Code of Ethics as do em-

tors, managers, and employees of each HTI Groupployees. Each director, manager, and employee, in

Company shall:relation to their duties, shall:+ abide by the provisions of this Code of Ethics;+ strictly observe internal procedures regarding theselection and management of relationships with+ strictly observe internal procedures regarding

temporary staff;

the management of relations with customers
and suppliers;+ carefully select qualified and reputable people
and enterprises;+ provide accurate, truthful and comprehensive
information about products and services offered+ promptly report any violations of the Code of Eth-

so that customers can make informed decisions;

ics by temporary staff to the Supervisory Board
and, if not appointed, to the person who will

+ provide high-quality products and services that

perform supervisory functions within each HTI

meet the customer's requirements and protect

Company;

the customer's health and safety;+ expressly mention the obligation to abide by the+ adhere to the truth in advertising, commercial or

Principles of the Code of Ethics under penalty

any other kind of communication.

of termination of the contract in all collaboration
contracts with external staff.

In tendering, purchase or procurement and supply
relationships for goods and services, employees ofeach company of the HTI Group shall comply with
the Principles of this Code of Ethics, as well as withinternal procedures, activated at Holding level orat individual company level, to ensure compliancewith the Principles referred to in Section 7.2. Thisobligation is a necessary condition for the establishment and maintenance of purchasing, procurement and supply relationships.
In any case, in the above relationships, the HTIGroup must ensure compliance with the requirements of quality, price, convenience, capacity andefficiency.

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19

In particular, the directors, officers and employees

The director, manager, and/or employee shall not:of each HTI Group Company shall:+ receive any form of consideration from anyone+ scrupulously observe current regulations and

7.3.
Relations with the Public
Administration and/or relationsof a public nature

In relations with the Public Administration, and/or with Entities having a public nature, it is not
permitted for the directors, managers and/or

for performing an act among or contrary to theinternal procedures related to the selection andduties of their office;employees of the HTI Group Companies and/or
The relations of each HTI Group Company with theprofessionals appointed and authorized to do so,

Public Administration and/or with Entities having

to pay, or offer, directly or through third parties,+ give or receive, in any form, whether direct or in-a public nature shall be inspired by the strictest

sums of money or gifts of any kind and entity, todirect, gifts, gratuities, or hospitality, unless thecompliance with the applicable legal and regula-public officials, government representatives, public

value thereof is of modest value, of normal use

tory provisions and may not in any way compro-

employees and private citizens, with whom the HTI

teria in the selection of any supplier companies

and such as not to compromise the image ofmise the integrity and reputation of the HTI Group.

Group has business relations, to compensate orthat meet the requirements;

the HTI Group and is not part of a work program

Undertaking commitments and managing relations,

repay them for an act of their office or to achieve

established by the HTI Group;of any kind, with the Public Administration and/or

the performance of an act contrary to the duties ofEntities having a public nature, both domesticallytheir office.

management of relationships with public and/or
private suppliers and customers;+ adopt objective and transparent evaluation cri-+ obtain the cooperation of suppliers in ensuringthat customer needs are met in terms of quality,
cost and delivery time;+ abide by and comply in supply relationships with+ be subjected to any form of conditioning by third

and abroad, are reserved solely for the corporate

parties outside the HTI Group, and not author-

functions and/or temporary staff appointed andNo HTI Group Company may, in its dealings withized by it to do so, in making decisions and/or

authorized for this purpose.

the Public Administration, and/or with Entities

performing acts related to their work.

applicable legal provisions and contractually

having a public nature, use and be represented
In relations with the Public Administration and/or

by a consultant or temporary staff member when

Any director, manager and/or employee who

Entities having a public nature, HTI Group Com-

conflicts of interest may arise.

receives gifts, or other form of benefit, not directly

panies and/or temporary staff involved shall not+ be guided by the principles of fairness and good

ascribable to normal courteous relations and/or ofseek to improperly influence the decisions of theActs of business courtesy, such as gifts or forms

faith in correspondence and dialogue with sup-modest commercial value, or outside of marketing

institution concerned.

of hospitality, or any other form of benefit are per-pliers and customers, in line with the strictest

programs established by the company, shall takebusiness practices.

all appropriate action to refuse said gift, or otherIn any case, in the course of business negotiations

that they do not compromise the integrity andform of benefit, and immediately inform the Super-or a relationship, including a commercial one, with

reputation of the parties and cannot be interpreted,visory Body or otherwise the person performing

the Public Administration and/or with Entities hav-by a third and impartial observer, as acts intended

supervisory functions.

ing a public nature, each HTI Group Company and/to obtain advantages and favors improperly. In any

or professionals appointed and authorized for thiscase, such acts shall always be authorized andpurpose undertake not to:adequately documented.

+ offer employment and/or business opportunities

In countries where it is customary to offer gifts tofor the benefit of personnel of the Public Ad-

clients or others, the HTI Group Company and/ministration and/or Entity having a public natureor the company functions and/or temporary staff

involved in the negotiation or relationship, orassigned and authorized to do so may do so only

their family members except in cases permitted

if these gifts are of an appropriate nature and ofby the law of individual countries;

modest value, but always and in any case in com-stipulated terms and conditions;mitted only if they are of modest value and suchpliance with applicable laws, business customs+ offer gifts, unless they are acts of businessand codes of ethics - if known - of the companies

courtesy or utility of modest value;or entities with which the company has dealings.

+ solicit or obtain confidential information that
could compromise the integrity or reputation of
the HTI Group.

20

21

7.4.
Relations with political andlabor organizations

7.5.
Relations with the media

7.6.
Non-profit initiatives

Relations between the HTI Group and the mass

The HTI Group favors "non-profit" activities in

The HTI Group does not make contributions of any

media in general are the exclusive responsibility

order to testify to its commitment to take action tokind, directly or indirectly, to political parties, move-of the corporate functions and responsibilities

satisfy widespread interests worthy of apprecia-

ments, committees and political and trade uniondelegated to them. In any case, information andtion from the health, ethical, legal and social points

organizations, nor to their representatives or candi-

communications relating to the HTI Group andof view of the communities in which it operates.

dates, whether in Italy or abroad, with the exception

its activities and intended for the outside world

The directors, managers, employees and/or tem-of contributions allowed and/or due on the basis ofshall be accurate, truthful, complete, transparent

porary staff of the companies of the HTI Group,

specific regulations. These contributions must be

and mutually consistent. Employees of HTI Group

compatibly with their functions, are required tomade in a manner strictly in accordance with theCompanies may not deal with the mass media

actively participate in defining the aforementioned

law and regulations in force and duly documented.

or issue public statements, data and information

activities, following the policies of action and im-

In addition, the HTI Group does not make contri-

regarding the HTI Group.

plementing them in compliance with the criteria ofbutions to organizations with which a conflict oftransparency and honesty.

interest could arise (e.g., environmental or consum-

The participation of directors, managers and/or

er protection associations).

employees, on behalf of or representing the HTI

In compliance with the principles set forth inGroup, in committees and associations of any kind,

Section 6, contributions may, therefore, be madeThe HTI Group maintains constant relations withwhether scientific, cultural or professional, shall be

to non-profit associations with regular bylaws andtrade unions, including company organizations, toduly authorized by the appropriate bodies.

articles of incorporation that are of high cultural

ensure participatory dialogue and shared decisions

or charitable value and of national significance.

on social issues affecting all HTI Group Companies.

Sponsorships, which may relate to social, sports,
entertainment, art and culture issues, may only beallocated to events that offer a guarantee of quality.
In any case, when choosing proposals to accept,
each HTI Group Company shall pay attention to
any possible personal and corporate conflict ofinterest. Any allocated sums shall be traceable,
and the decision to make a sponsorship shall beevidenced by a written document giving adequate
reasons.

22

23

8.

Corporate GovernanceAccounting transparency
and internal controls.
Anti-money laundering.

8.1.
Corporate Governancerequired to be involved in and facilitate the operation of the company's control system, raising

The HTI Group bears the burden of creating theawareness in this regard among employees, andconditions for shareholders to be able to partici-

is under an obligation to refrain from engaging

pate in decisions within their remit in an informed

in any collateral activity, which could harm themanner. In the management of each company ofinterests of the HTI Group, or from pursuingthe HTI Group, the principles of corporate govern-

their own interests or those of third parties, evenance best suited to ensure that the activities of the

if only potentially conflicting with and/or detri-

HTI Group are pursued as best as possible, in themental to the HTI Group.

interest of the shareholders, employees, temporary
staff and all those who enter into business rela-In addition to its own duties, the Governing Body

tions and/or in contact with the HTI Group, shallis committed to scrupulously enforcing com-be observed in compliance with the law and thepliance with the values set forth in this Code,provisions of the Code of Ethics.

promoting that it is shared and disseminated,
including to third parties, as well as the behav-

In particular:

ioral prescriptions set forth in the Organization,
Management and Control Model (ComplianceaWith respect to Shareholders: each HTI Group

Program) that may have been adopted by theCompany shall also supervise through dedicat-

company to which it belongs.

ed Supervisory Bodies that shareholders do not
act in conflict with corporate interests, pursuingcWith respect to the supervisory bodies: The

their own interests or those of third parties, un-members of the bodies shall carry out theirrelated to or contrary to the corporate purpose,functions with impartiality, autonomy and inde-or adopting partial conduct or operating in apendence, in order to ensure effective control

way that conflicts with the HTI Group. Each HTI

and constant monitoring of the economic andGroup Company shall involve all shareholders

financial situation of the company in which theyin the adoption of corporate decisions within its

have been appointed and, indirectly and if within

remit, also taking into consideration and safe-

their remit, of the HTI Group, as well as theguarding the interests of minority interests. It

conformity and adequacy of the organizational

shall ensure timely and comprehensive informa-

and administrative structure in place. They alsotion, as well as transparency and accessibility toprovide, with particular attention, for disclosure

data and documentation.

and dialogue between the various corporate
bodies, whether internal or external.

bWith respect to the Governing Body and delegates: The governing body carries out its func-dWith respect to Accounting Auditor: HTI

tions with professionalism, autonomy, independ-

Group Companies use an accounting auditor,

ence and responsibility towards the company toindividual auditor, or independent auditors, towhich it belongs, the HTI Group, shareholders,

carry out the functions of accounting control

corporate creditors and third parties.

and supervision sanctioned by the reference
laws of the individual countries. ALL parties

HTI — CoBC

Directors shall not prevent or hinder the exercise

involved in the audit processes should give theirof control activities by supervisors. Each man-utmost cooperation to said figures in order toager, within the scope of their responsibilities, isensure the best possible transparency.

25

e

8.3.
Internal controls

8.4.
Anti-Money launderingWith respect to auditing and financial

In order for accounting to meet the requirements

statement certification firms: The appointedof truth, completeness and transparency of theauditing firm shall have free access to the data,

recorded data, adequate and complete supporting"Internal controls" shall mean all instruments nec-

Neither the company of the HTI Group, nor the em-

documentation and information necessary anddocumentation of the activity carried out shall beessary or useful for directing, managing, verifying,ployees or external consultants of each company

useful for the performance of the assignment.

kept in the records of the company concerned forand pursuing the activities of the HTI Group withshall, in any way and under any circumstances, beeach transaction, so that checks can be made to

the aim of ensuring compliance with laws andimplicated in any matter relating to money launder-

ascertain:

corporate procedures and protecting corporate

ing from illegal or criminal activities.

assets, effectively and legally managing corporate+ the accuracy of accounting records;+ the immediate determination of the characteris-

activities, and clearly providing true and correct

Before establishing relationships or entering into

information about the financial, economic, andcontracts with non-occasional suppliers and other

equity situation of the HTI Group Company.

partners in long-term business relationships, eachtics and rationale behind the transaction;company, its employees and/or external consultIt is the duty of the HTI Group, starting with theants shall ascertain the moral integrity, reputation

designated managers in each company, to dissem-

and good name of the counterparty by all means

inate at all levels a corporate culture characterizedat their disposal. The HTI Group is committed toby awareness of the existence of controls andcomplying with all rules and regulations, both na-+ the verification of the decision-making, authoriza-

oriented toward the exercise of control. Within thetional and international, on anti-money laundering.

tion and implementation process, as well as thescope of their functions and duties, the directors,

identification of various levels of responsibility.

managers and employees of the HTI Group Com-+ the easy formal chronological reconstruction of
the transaction;

panies will be required to participate in the creation
Each person is, therefore, required to cooperate

and implementation of an effective corporate con-- to the extent of their remit - to ensure that any

trol system and to make their staff participate in it.

facts relating to the management of the HTI Group
Companies are correctly and timely recorded in the

Directors, managers and employees of the HTI

accounts.

Group Company will be required, to the extent of
their remit:

Each accounting record shall reflect exactly what
is reflected in the supporting documents. There-+ to define and properly operate the control system;

fore, it shall be the responsibility of each director,
manager, employee, and temporary staff members+ to responsibly keep the company's assets

tasked to do so to ensure that the supporting doc-

instrumental to its business, whether tangible oruments are readily available and ordered accord-

intangible, and not to misuse them.

ing to logical criteria.
The appointed auditing firm has free access to

8.2.
Accounting records

Directors, managers, employees, and temporary

data, documents, and any information relevant tostaff of each HTI Group Company who become

the performance of internal control and auditingaware of omissions, falsifications, or neglect in

activities.

Every operation or transaction shall be properly

accounting records or supporting documents arerecorded in the accounts in accordance with therequired to promptly report them to the Super-

criteria set out by the law and accounting stand-visory Body or to the person or Department that

ards applicable in the countries to which it belongs,

otherwise performs supervisory functions or to theas well as be authorized, verifiable, legitimate,

relevant person within the company concerned, inconsistent and sufficient.

order for the latter to report to them.

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9.

Personnel policies
and work environment

9.1.
Human resources

Employees will, therefore, be required to cooperate in maintaining a business climate of mutual

Human resources are considered as the true assets

respect and not to engage in attitudes that may

for the existence and future development of theharm each other's dignity, honor and reputation.

HTI Group. In order for each employee's skills andcompetences to be enhanced and for each employfunctions shall:

9.2.
Harassment in the workplace+ apply criteria of merit and professional com-

The HTI Group intends to prevent harassment ofpetence in making any decisions regarding

any kind, neither, for example, as mobbing nor as

employees;

sexual harassment, understanding as such theee to fulfill their potential, the relevant corporate

subordination of opportunities for professional+ select, hire, train, remunerate and manage em-

growth or other advantage to the provision of sex-ployees without discrimination of any kind, mak-ual favors or proposals of private interpersonal re-ing sure that everyone can enjoy fair and equal

lationships that, being unwelcome to the recipient,treatment, regardless of gender, age, nationality,

may disturb their personal and working serenity.

religion, or ethnicity;

Whoever were to become aware of such situations
will be required to immediately report them to the+ ensure equal opportunities for each employee

Personnel Manager and the Supervisory Body, if
appointed.

with regard to all aspects of the employment
relationship with the HTI Group, including but
not limited to professional recognition, compen-

9.3.
Health of the individual

sation, refresher and training courses, etc.
Employees shall be aware of the Code of Ethics
and the behaviors it prescribes; to this end, theThe HTI Group is committed to ensuring the health

HTI Group is committed to maintaining awarenessand safety of its employees in the workplace.

on issues related to the contents of the Code ofWithout prejudice to the general prohibitions

Ethics.

imposed by specific regulations (e.g., no smokThe HTI Group is committed to protecting theing in places where this may generate danger tomental and physical integrity of employees within

the safety of people and the healthiness of thethe work environment, respecting their personal-

environment), it reserves the right to evaluate andities, and preventing them from being influenced

possibly enforce additional prohibitions.

or inconvenienced by colleagues. To this end, the
HTI Group shall reserve, in order to protect its
image, the right to consider relevant even thosebehaviors outside of work that, due to their publicity, are considered offensive to civil sensibility, andwill intervene to prevent insulting or defamatoryinterpersonal attitudes.

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10.

The HTI Group is committed to ensuring that its

Safety andenvironmental protection

directors, managers, employees and collaborators maintain a healthy, safe, clean working environment so as to avoid the possibility of accident
and/or injury and so as to ensure, in any case, thewell-being of workers in the workplace. Therefore,
each HTI Group Company, in the managementof its activities, is committed to complying withcurrent legislation on safety, prevention and protection of work environments and if necessary todevelop additional voluntary systems.
Employees of the HTI Group Company, within thescope of their duties, shall actively participate in
the process of risk prevention, environmental protection and health and safety protection by also
undergoing mandatory medical examinations.

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11.

Confidential informationand privacy protection

11.1.
Confidential informationand privacy protection

The HTI Group, for its part, is committed to protecting the information and data related to its
employees and third parties, and to preventing any

The activities of the HTI Group constantly require

misuse thereof.

the acquisition, storage, processing, communication and dissemination of data, documents and

11.2.
Insider trading

information pertaining to negotiations, proceedings,
operations and contracts to which the HTI Group isa party. In addition, the databases of the HTI Group
Companies may contain personal data protected

All directors, managers, employees and tempo-

by the regulations protecting privacy, data thatrary staff of each HTI Group Company shall com-cannot be disclosed to the outside world, and finally

ply with the regulations, both national and inter-data whose disclosure could damage the HTI Group.

national, relating to insider trading. Therefore, no

Each employee is therefore required to protect thedirector, manager, employee or temporary staff

privacy and confidentiality of information learned bymember shall derive any advantage of any kind,reason of their job and may not use, communicate

whether direct or indirect, personal or pecuniary,or disclose it without the prior and specific authori-from the use of information protected under thezation of the company to which they belong.

aforementioned regulations, where such information is not in the public domain.

Each employee shall:+ collect and process, in a lawful manner, only
the data necessary and directly related to theirfunctions;+ store said data in such a way as to prevent extraneous third parties from gaining knowledge ofit, in accordance with the provisions, including
those concerning the processing of sensitive
and/or judicial data by electronic means;+ communicate and disclose the data within theframework of the procedures established by
the HTI Group or with the authorization of theperson delegated to do so;+ determine the confidential nature of informationin accordance with the procedures establishedby the HTI Group Company;+ ensure that there are no confidentiality constraints by virtue of relationships of any kindwith third parties.

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12.

This Code of Ethics has been approved by the

Final provisions

Board of Directors of the parent company HTI
S.p.A., and any amendments shall be approvedby the same body.
It is binding for all companies that are part of the
HTI Group. The relevant governing bodies shall formally acknowledge the adoption of the Code andfuture amendments thereto in their minutes. Recipients will be adequately and promptly informedof the entry into force of this Code of Ethics andBusiness Conduct.
In general, the Code of Ethics aims to prevent allacts envisaged as crimes or administrative offenses
by the laws of the countries in which the HTI Group
operates from being committed.
In addition to all employees, the Code of Ethics
shall be made available to all new employees, shallbe mentioned in all transactions, and shall become
an integral part of the HTI Group's way of thinking.

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