CODE OF ETHICS HISTORY MISSION CODE OF ETHICS QUALITY AND CERTIFICATIONS ENVIRONMENT The Code of Ethics is based on principles of conduct and action, which must be applied by every director, manager, employee and collaborator of the Company. The application of said principles is a necessary condition for working for VRV. PRINCIPLES OF CONDUCT The Principles of Conduct must be followed in our training, in the use of our intelligence and in our will to work with interest, enthusiasm and positive energy. Professional commitment, in the execution of the tasks assigned, consists of always carrying them out with our acquired skills and know-how and involves the relative updating. It implies everyone’s effective contribution to fostering respect, especially of the environment and of health and safety in the workplace. Respect for the individual is an prerequisite for everyone’s personal and professional development and the quality of the individual is fundamental for the creation of value. We want the best from and for people, in the name of coherence, transparency, responsibility and team work. We develop and reward people of value who work and interact within the company with positivity and responsibility and with team spirit. Integrity imposes on each person strict respect for honesty in his/her own professional activity. It allows for no compromise in terms of seriousness, respect and correctness between personal interests and the interests that must be favored in virtue of one’s own professional activity, both within the Company and in relations with third party, regardless of local customs. We undertake to spread the culture of respect for the environment, the country and health. Loyalty involves uprightness and correctness in relations with superiors, colleagues, subordinates and external collaborators. It implies respect for the Company’s internal provisions and regulations, with an attitude of transparency towards everyone on all occasions. Participation is based on each person’s sense of responsibility, on his/her own professional environment, excluding individualistic behavior and favoring the importance of both team work and of reciprocal collaboration. We reject management and operational methods that favor personal satisfaction rather than the interests of the Company. PRINCIPLES OF ACTION Respect for the law Respect for health and safety in the workplace Respect for the environment Respect for society as a whole Respect for the principles of transparency in accounting, administration and corporate responsibilities Respect for the rules of free competition Relations with suppliers Relationships with customers Economic agreements with associations, contributions and sponsorships Conflicts of interests Protection of Company information Protection of Company assets VRV has also decided to define the principles of action which govern the activity of all its directors, managers and employees in the performance of their duties. We wish to be protagonists in the competitive landscape. We believe in quality; our consolidated reliability is founded on this. We work with economic awareness, in respect of legality, the environment and health and safety in the workplace. We plan our activities and we control the results in respect of the principles of transparency in the Company’s accounting and administrative responsibilities. Respect for the law: in every field, the Company applies the laws and regulations in force in the Country or Countries where it practises its business, directly or through its subsidiaries. Every employee, regardless of qualification, is aware and informed of the legal implications of his/her activity. It is specifically forbidden by VRV to take advantage of any shortcomings of the law or of regulations if this involves lack of respect for the Company’s own rules. The Company has provided the necessary instruments for informing and for training all collaborators in knowledge of legal provisions and of all the dictates deriving from the application of the Company’s systems. Respect for health and safety in the workplace: The Company defines a policy for ensuring the best protection possible for health and safety in the workplace and the prevention of all potential forms of risk, also pursuing continuous improvement in this sense. This policy is applied to both its own employees and to the employees of external companies when the latter are working on Company sites. To develop and control respect for the management of Health and Safety, the Company implements a system based on the regularly updated and approved Risk Assessment Document which is also periodically examined and certified by independent third party and which takes into consideration international standards (BS OHSAS 18001), national guidelines (UNI INAIL 2001 guidelines) and the Company’s Quality, Environment and Safety Policy. All employees, collaborators and third party must strictly adhere to all the measures requested by the VRV internal procedures and regulations on Health and Safety in the workplace, drawn up and updated in compliance with the legislation in force; in particular, everyone is required to report to their direct superior any observations relative to dysfunctions or possible improvements. Respect for the environment: the Company actively promotes the protection of the environment. VRV has always been engaged in improving the environmental and landscape impact of its own activities and in preventing risks for populations and for the environment, not only in respect of the regulations in force but also taking into account the development of scientific research and of the best experience in such matters. These objectives are pursued also thanks to the voluntary compliance with the standards of reference for environmental management systems ISO 14001, in implementation of the Organizational Policy. Respect for society as a whole: VRV is aware of the direct, and also indirect, influence that the practice of its activity can have on the context in which it operates, on the economic and social development and on the general wellbeing of society, and it intends to make investments and to develop in an environmentally sustainable manner and in respect of local communities. Respect for the principles of transparency in accounting, administration and corporate responsibilities: VRV adopts adequate standards of financial planning, of control and of accounting systems, operating with maximum financial transparency. This transparency is based on true, accurate and complete information at the basis of the accounting registrations. In implementation of the Company’s policies, VRV promptly produces periodic financial reports that are complete, accurate, reliable, clear and comprehensible. Respect for the rules of free competition: VRV intends to protect the value of loyal competition, refraining from collusive conduct and from the abuse of a dominant position. Relations with suppliers: The stipulation of a contract with a supplier must always be based on relations of extreme clarity, avoiding forms of dependence. The choice of the suppliers and the purchase of goods and services are carried out on the basis of objective assessments of competitiveness, quality, the technical/professional requirements, the economic convenience, the prices and the supplier’s integrity and reliability. Relationships with customers: Correctness and respect towards customers and third party have a key role in defining policies. Relations with customers must be based on reciprocal trust and satisfaction. In particular, the Company undertakes to supply customers with products, services, assistance and advice of a quality which exceeds their expectations. Economic agreements with associations, contributions and sponsorships: To guarantee consistency in respect of contributions and sponsorship, the management must always be based on the following criteria: clear and documentable destination of the resources express authorization on the part of the departments responsible for managing the agreements for the Company respect for the applicable ethical and deontological principles, as well as the applicable provisions of law Conflicts of interest: Each collaborator must avoid every possible conflict of interests, especially personal interests. Every VRV employee must immediately report to his/her hierarchical superior any situation that represents, generates, or could merely appear as a conflict of interests. Protection of Company information: The collaborator must know and implement the procedures of Company policies regarding the security of information, including that in electronic format, to guarantee integrity, confidentiality and availability. All information obtained by a collaborator through his/her activity is the property of the VRV Company. VRV processes information with full respect for the confidentiality of the same and the privacy of the persons concerned, in compliance with applicable legislation. More specifically, the Company: has defined a data processing system which ensures the correct separation of roles and responsibilities; requires third party involved in data processing to undersign a confidentiality agreement; collaborators who gain knowledge of information that is not of public domain must take maximum precautions and care in using such information, preventing disclosure to non-authorized persons both inside and outside the Company. This obligation continues to be binding even after the termination of the work relationship, regardless of the reason for such termination. Protection of Company assets: Every collaborator must diligently protect the Company’s tangible and intangible assets, by behaving responsibly and in line with the operating procedures laid down for regulating the use of the same, precisely documenting such use. More specifically, every collaborator must: use the goods entrusted to him/her with care and economy; avoid incorrect and/or personal use of company assets, which can damage them or reduce their efficiency or which is, in any case, in contrast with the Company’s interests; with regard to IT applications, every collaborator must scrupulously adhere to the provisions of the Company’s security policies, in order to avoid compromising the functioning and the protection of the IT systems; read and agree to the provisions of the “Electronic Data Management” documents of the VRV Company; refrain from surfing on internet sites with contents that are unseemly, offensive or, in any case, not in the interests of his/her own activity. BREACH OF THE CODE OF ETHICS AND SANCTIONS Audits The Code of Ethics is one of the founding elements of the audit system and it is an inseparable part of the Organizational Model implemented by VRV in compliance with Lgs. Decree 231/2001. The internal audit system must pursue the adoption of instruments and methods which can contrast potential Company risks, in order to ensure a reasonable guarantee for the respect not only of the law but also of the internal provisions and procedures. The management must constantly check that conduct conforms to the indications of the Code and, if necessary, carry out specific verification programs. Observance of the Code of Ethics and reporting of breaches to the Supervisory and Control Body Observance of the provisions of the Code of Ethics must be considered as an essential part of employees’ contractual obligations pursuant to and by effect of art. 2104 of the Civil Code. It must also be considered an essential part of the contractual obligations undertaken by collaborators who are not employees and/or subjects who have business relations with VRV. The Company directors and managers are responsible for ensuring that the Company’s expectations in respect of its collaborators are not compromised by the latter and that they are satisfied. The directors and managers must therefore check and ensure that the commitments expressed in the Code of Ethics are implemented. In order to guarantee effective application of the Code of Ethics, VRV – in respect of individual privacy and rights – provides information channels by which all those who learn of any case of failure to observe the Code within the Company can freely, directly and confidentially report the case to the Supervisory Body. In any case, reports must be in writing and must not be anonymous. In the case of reports of breach, or attempted breach, of the provisions of the Code of Ethics, the Company undertakes to guarantee that no one, in the work environment, will suffer reprisals, illicit pressure, difficulties or discrimination of any kind for having reported the breach of the Code of Ethics or of the internal procedures to the Supervisory Body. For that matter, subsequent to a report, the Company will immediately follow it up and, if it is opportune, impose suitable sanctions. The system of sanctions When breach of the principles of the Code of Ethics or of the procedures envisaged by the internal processes is ascertained, this compromises the relationship of trust between the Company and its directors, employees in general, consultants, collaborators of various kinds, customers and its commercial or financial partners. Such breach will be pursued severely, promptly and directly, through the adoption – towards the subjects responsible for the breach in question, when deemed necessary for the protection of the Company’s interests and as far as compatible with the provisions of the laws in force – of adequate and proportionate disciplinary measures and/or sanctions, regardless of any criminal relevance of the behavior in question and of prosecution in the case of criminal conduct. In the case of ascertained breach of the Code of Ethics, after consultation with the Supervisory and Control Body, specific measures will be adopted by the Human Resources Management of the competent departments. In compliance with and respect for the provisions of law and contract in force, ascertained breach may also lead to the dismissal of the persons responsible, from the Company. Any kind of retaliation against anyone who reports a possible breach of the Code or Ethics, or requests clarifications on its application methods is also a breach of the Code of Ethics. The consequences of a breach of the Code of Ethics and of the internal processes must be taken into serious consideration by all those who have relations with the Company for any purpose. For this purpose, the Company circulates the Code of Ethics and the internal processes and procedures, and also information on the sanctions envisaged in the case of breach and on the methods and procedures followed for the issue of such sanctions. In order to protect its reputation and to safeguard its resources, the Company shall not have relations of any kind with subjects who do not intend to operate in strict respect of the laws and regulations in force and/or who refuse to behave according to the values and principles envisaged by the Code of Ethics or to adhere to the procedures and regulations contained in the connected processes. IMPLEMENTATION OF THE CODE OF ETHICS This Code of Ethics is circulated by: delivery to the Joint Trade Union Representatives and the Workers’ Safety Representative, as well as being circulated to all the workers; being affixed on the Company’s notice boards; delivery to all personnel; delivery to the Company’s suppliers; adequate and specific training modules. Registered Office Via L. Manara, 11 – 20122 Milano (MI) – Italy Operative Office Via Burago, 24 – 20876 Ornago (MB) – Italy VAT Number IT 10484350961 Tel. +39 039 6025.1 info@vrv.com R.E.A. MI 2534823 Cap. Soc. € 2.546.258 i.v. 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