SECTION I – GENERAL PRINCIPLES

Art. 1
COMPANY INTRODUCTION
The Ingegneria & Software Industriale - I.&S.I. S.p.A. (hereinafter the “Company”), established in 1984, operates primarily in the areas of data acquisition, processing and transmission, through the production of industrial software applied to the automation and management of individual and complex facilities. In particular, the corporate object involves the design, production, installation and distribution of electronic and control systems, electrical, telephone, air-conditioning, radio-telephone, television, telecommunications and security equipment, integrated data acquisition and processing systems for industrial automation, air-traffic control systems, environmental protection systems, and maintenance and construction of associated buildings. For purposes of conducting its activities, in 2002 the Company obtained certification of its Quality System according to UNI EN ISO 9001:2000 standards, compatible with the quality management system of the Italian Air Force as per CLA-Q-110.This Code (hereinafter the “Code”) states the shared values and principles and sets forth the ethical and behavioural commitments and responsibilities which the Company assumes and with which it complies in its operations, which are binding on the behaviour of anyone who works in and for the Company.

Art. 2
FOREWORD

A) Nature and purposeThis Code (hereinafter the “Code”), which is an official Company document approved by the administrative body, defines and states Company policy and assembles the behavioural principles, values and rules to which the Company aspires, defining the general rules which bind all those who work in the Company and with the Company. . In coordination with the provisions of the Company’s corporate charter as a component of the “Organisation, Management and Control Model” developed by the Company pursuant to Leg. Dec. 231/2001 (as per art. 12 below), the Code seeks to prevent and combat even the indirect commission of corporate crimes committed or attempted in the Company’s interest or to its advantage by subjects working either in management or labour positions.
B) Regulatory contentThe Code recognises that the ethical principles and behavioural standards described have legal significance and must be enforced.. Knowledge of and adaptation to the Code’s provisions are an essential prerequisite to holding and maintaining collaborative relationships with the Company and with third parties, whom the Company undertakes to inform fully in a context of absolute transparency. Violation of the principles set forth in the Code compromises the relationship of trust between the Company and the employee/collaborator and is pursued decisively promptly and immediately through appropriate and proportional disciplinary measures, independently of the criminal significance of the behaviours engaged in and/or of the filing of a criminal proceeding, if a crime has been committed.
C) AddresseesThe present Code is addressed to the following:
a) the shareholders;
b) executives, i.e., the corporate bodies (the administrative body, the delegated bodies, managers, the committee of auditors, the audit company, and any subject that holds, even on a de facto basis, powers of agency, decision-making and/or control within the Company);
c) the Company’s employees; andd) collaborators such as agents, consultants, suppliers of goods and services, quasi-employees and/or independent workers.

Art. 3
IMPLEMENTATION
Adoption and entry into forceThe Code enters into force on the date on which it is approved by the Company’s administrative body.
B) Internal and External ApplicationThe present Code (and other crime-prevention instruments subsequently adopted by the Company) is:(i) shared within the Company by delivery of a copy of same to the shareholders, the corporate bodies, and to personnel. A copy of the Code is affixed to a Company bulletin board and inserted in the dedicated page of the Company’s intranet site (S.I.A.);(ii) disseminated outside the Company through special notifications sent to consultants, suppliers and clients, and is mentioned in the Company’s brochure and/or by publication in the corporate Web site, www.isisw.com”.Copies of the Code will in any case always be available and consultable at the Company’s offices.
C) UpdatesThe Code is subject to modifications, supplements and updates after approval by the administrative body and the opinion of the oversight body now being established, either periodically or at any time if need be, with those required to apply the Code being informed thereof immediately.
D) InterpretationAny interpretative conflicts between the principles and contents of the Company’s procedures and the Code must be resolved in favour of the latter.In any case, the administrative body and the oversight body are responsible for resolving any problems regarding interpretation an d application of the Code.This Code cancels and replaces in full any previously existing instrument.
E) Oversight and investigation of violationsOversight over the observance and functioning of the Code and of the Models of Organisation, Management and Control as per Leg. Dec. 231/2001 is the responsibility of the oversight body (hereinafter, OB) as described at art. 12 below..This body notes any violations of the Code’s standards, including when reported internally or by outsiders, including anonymously, verifies them and reports them to the management body which notifies the violators and ascertains whether the reports are true, applying the sanctions established by the disciplinary system adopted, indicating them according to the type of violator and the type of violation, after the necessary coordination with the company’s bodies and union organisations.
F) SanctionsIndividuals falling within subcategories b) and c) (art. 2, lett. c) who do not comply with the Code’s provisions are subject to internal disciplinary sanctions, applied following procedures and measures according to the Workers’ Charter and the National Collective Bargaining Contract for employees of small and medium engineering and installation industries of 29 May 2003 (“NCBC employees”). As part of employee relations, any violation constitutes contractual non-performance, with consequent application of disciplinary sanctions, given the mandatory nature of the Code, pursuant to and for the purposes of arts. 2104 civil code (employer diligence) and 2105 civil code (loyalty obligation). With regard to the categories at lett. D), violation may constitute an “express termination clause" for the employment relationship for non-performance attributable to the outside collaborator pursuant to art. 1453 c.c.
SECTION II – CORPORATE ETHICS
Art. 4
PRINCIPLES
The Company bases its choices and actions on the ethical principles and values cited below, which constitute its corporate policy:
A) Fairness and honesty in business and respect for the lawThe Company works to ensure that all individuals working within it comply with the principles of fairness and loyalty in performing their duties, both internal and external, including for purposes of safeguarding the Company’s image, as well as the relationship of trust generally established with third parties.. Therefore the Company’s employees and quasi-employees are required to adopt a fair and honest attitude in performing their own duties and in relations with other members of the Company, avoiding the pursuit of illegal or illegitimate ends, or creating situations of conflict of interest in order to achieve an unwarranted advantage for themselves or for third parties. In no case may the Company’s interest or advantage lead to and/or justify dishonest and/or illegal behaviour.
B) InformationRespectful of the principle of transparency, the Company undertakes to present correct, truthful and complete information to third parties with whom it has relations.
C) Impartiality and independence Hierarchical principleThe Company works to ensure that its members act impartially and loyally, not only in performing their own duties but also in relations with other companies and with their contacts..The activities performed by staff are assigned and handled with the necessary independence and diligence according to the type of activity required and its sensitivity, difficulty and/or uniqueness. The Company is organised according to the hierarchical principle, according to which each individual member, based on his own hierarchical level in the corporate organisation and based on the duties assigned him, is competent and responsible for his own acts and omissions. In this way, the individual who holds a position of management or agency within the Company, including at the departmental or office level, will provide guidance, coordination and control over the activities of individuals under him and/or coordinated by him, for which he will answer according to law.
D) Staff diligence and professionalismThe Company works to ensure that its personnel perform their duties with the necessary diligence and accuracy, in compliance with the instructions issued by their supervisors and/or managers, and in general with the Company's quality standards. Individuals working within the Company, or those to whom the Company entrusts the performance of specific services, hold verified qualifications of competence, professionalism and experience.
E) Fairness, equality, and protection of the individualThe Company seeks to develop a spirit of belonging to the Company and condemns any form of discrimination and/or abuse, in both internal and external relations.. It works to ensure that none of its members discriminate based on age, sex, nationality, political opinion, religious belief or health status and promotes the holding of meetings and/or events aimed at developing group spirit among members, and at mutual understanding and respect. In compliance with laws protecting physical and moral integrity, the Company ensures dignified working conditions for its personnel in safe and wholesome work environments.
F) Quality of services and productsThe Company pays particular attention to the satisfaction of its clientele, both current and potential, their requests and expectations, with the intention of always providing competitive services and products in its industry, with the guarantee of maximum professionalism, flexibility, and quality standards. In accordance with the UNI EN ISO 9001:2000 Quality Certification System, On 11 May 2005 the Company adopted the Quality System Manual (“Manual”) as a guide for all Company employees and collaborators; it has the following purposes:
a) to guarantee the public and the market continuity and regularity in production and maintenance of equipment and services, according to current law;
b) to guarantee constant improvements in the quality of the products and services offered.Compliance with the procedures and protections as per the Manual by the Company’s employees and management guarantees that efficient, high-quality services are provided to meet the expectations of the clientele, in accordance with the optimal and competitive operation of the Company’s business.
G) Fair competitionIn compliance with national and Community antitrust legislation, the Company does not engage in behaviours or sign agreements with other companies that may negatively impact competition among the various operators in the market in question.
H) Confidentiality and protection of privacyThe Company pays particular attention to implementing requirements regarding the protection of personal data processed using screen-based and other systems, and to recommendations and communications issued by the national personal data protection authority. The Company’s collaborators and employees are required not to utilise or make public confidential information and data except within established limits and as necessary to perform their duties.
I) Environmental ProtectionThe Company contributes to spreading awareness regarding environmental protection by running its activities in an ecologically compatible manner, in compliance with current national and Community laws, both at its own facilities and at any site where it conducts is business activities.
L) SafetyIn conducting its business, with its personnel and with third parties, the Company operates in full compliance with industry regulations and with Leg. Dec. 626/94 regarding occupational safety, following the standards pertaining to UNI EN ISO 9001:2000 standards.
SECTION III – BEHAVIOURAL CRITERIA
Art. 5
CORPORATE GOVERNANCE
The Company believes that an adequate and effective monitoring environment is an essential element of its organisation, involving a set of tools, processes and bodies necessary and useful for guiding, managing and checking corporate operations as part of efficient and ethical business operations.
A) ShareholdersThe shareholders are among the most important targets of the Code and are therefore committed to respecting its precepts, promoting their sharing and understanding.The Company watches to ensure that they do not place themselves in conflict with the Company’s interests by pursuing their own or third-party interests that are extraneous or contrary to the Company’s object, or by adopting partial behaviours or working in ways antithetical to the Company’s interest.Information is conveyed promptly, fully and transparently, and access to data and corporate documentation is assured.
B) Administrative body The administrative body, as a collective or delegated body, performs its duties professionally, independently and responsibly in relation to the Company, the shareholders, the Company’s creditors, and third parties.If powers are delegated, the body delegating them and that to which they are delegated work according to their respective duties as defined at art. 2381 c.c..The decision-making body must be aware of its role and responsibilities and sensitive to its leadership function and serve as an example to all others working within the Company.The administrators and those serving as such must not prevent or hinder monitoring and control activities by those responsible for performing them. Each manager, as part of his own duties, is required to participate and facilitate the Company’s auditing system and making employees aware of same. The administrative body is required to refrain from any collateral activity that might harm the Company’s interests, and from pursuing its own or third-party interests even if they only potentially conflict with and/or are prejudicial to the Company’s interests. In this case, it is required to report this promptly, pursuant to art. 2391 c.c., to the committee of auditors and to the oversight body.In addition to its own responsibilities, the administrative body – both collectively and individually – is duty-bound to see that the values set forth in this Code and in the behavioural rules are scrupulously respected, promoting their sharing and dissemination, including vis-à-vis third parties. Finally, corporate management is constantly involved in developing and optimising the Quality Management System, and optimising the organisational structure, complying with the standards of the UNI EN ISO 9001:2000 certification.
C) Committee of auditorsThe members of the committee of auditors perform their duties impartially and independently in order to ensure effective control and constant monitoring of the Company’s economic and financial situation, along with the compliance and adequacy of the Company’s organisation and administration. The Committee also pays special attention to reporting and coordination among the various corporate bodies both internal and external.
D) AuditorPursuant to and for the purposes of art. 2049-b, final par., c.c., the Company currently makes use of its own Committee of auditors to handle its auditing.
D) Conflict of interestShould an employee of collaborator of the Company – other than the corporate bodies – find himself in a potential conflict of interest, either direct or indirect, he is obligated to report this promptly to his superior and to the oversight body, without prejudice to application of the relevant laws.For the corporate bodies, the specific provisions of arts. 2373 and 2391 c.c. are valid..
Art. 6
ACCOUNTING AND FINANCIAL MANAGEMENT
A) Books and recordsThe correct and truthful representation of the Company’s economic and financial performance is carefully protected in compliance with current civil and fiscal law so as to ensure transparency and prompt verification. The Company therefore keeps adequate documentation in support of its activities, so as to:facilitate the keeping of books and records;allow reconstruction of the various levels of responsibility;ensure traceability and reconstruction of operations at all times in order to reduce the likelihood of interpretive mistakes.All entries in books and records must correspond to the supporting documentation and must in any case be kept and ordered by the Company so as to ensure easy identification and control at al times.The Company prevents creation of false, incomplete or deceptive records and watches to see that no secret or unrecorded funds are established, or funds deposited in personal accounts, or invoices issued for nonexistent services.It is expressly prohibited, in particular for directors, general managers and auditors, in the company books and in communications directed at shareholders and/or third parties, to represent material facts not corresponding to the truth, or to omit information owed by law regarding the Company’s economic and financial performance, so as to lead the recipients into error, or to cause financial damage to the Company’s shareholders and creditors. To this end, following the auditing principle of separation of duties, individual accounting operations and their subsequent oversight and review are performed by various individuals whose duties are clearly identified within the Company in order to prevent unlimited and/or excessive powers from being attributed to them. Any action or omission likely to impede, hinder or misrepresent the audit activities reserved to shareholders or attributed to in-house or external auditing bodies and to the authorities is likewise prohibited.It is expressly prohibited for anyone to use the Company’s funds without authorization and to establish or hold funds, including foreign funds, not resulting from official accounting.B) Internal audits
The coordinated internal audit system contributes to improving operating efficiency and is a valid tool for supporting managerial action.
.It is an organisational principle that the individual who orders and/or makes any payment on behalf of the Company must in all cases be someone other than the individual conducting the relative audits.The proceduralisation of internal procedures and processes, including those involving relations with the clientele and in general with third parties, are standardised according to the UNI EN ISO 9001:2000 quality standards.
C) Corporate communications Corporate communications must be truthful, clear, correct, transparent and complete, and made in compliance with the principles, criteria and formalities established by the civil code, in compliance with fiscal regulations and with applicable special laws and rules.The annual or infra-annual financial statement, the Company books and in general reports or communications on the Company’s economic and financial performance as called for by law are documents prepared according to the principles of transparency and correctness, in line with the provisions of the civil code and current law.
D) Financial activityThe Company’s management, employees and collaborators must not be implicated or involved, even as part of a contest, in operations that may amount to the laundering of proceeds from criminal or in general illegal activities.
Art. 7
PERSONNEL POLICY
A) Personnel selection and hiringThe Company devotes special attention to the selection and hiring of its employees and collaborators, in compliance with the principles of equal opportunity and equality in line with laws in this area, with the Workers' Charter and the applied employees’ national collective bargaining agreement.
B) Employment managementEmployment with the Company is marked by the principles of mutual respect, equal treatment, and meritocracy. The Company therefore opposes any form of favouritism, nepotism or discrimination.Employees are required to be loyal to the Company and may not hold positions or collaborate with third parties unless previously authorised and may in no case engage in activities contrary to the interests of the Company or incompatible with their duties.Documents, work tools, equipment, supplies and any other tangible or intangible asset (including intellectual property rights and trademarks) owned by the Company are used exclusively and specifically to achieve the Company’s purposes, under the terms and conditions set by the Company; they may not be used by employees or collaborators for personal purposes nor be transferred or made available to third parties, and must be used and kept with the same diligence applied to their own property.
C) Prohibition against accepting gifts and/or other benefitsThe Company’s employees and collaborators are not authorised to offer, accept or promise to anyone (public or private), for themselves or for others, any form of gift, compensation, benefit or service of any kind, including non-economic, intended to influence or in any case to achieve favourable treatment in the performance of his own duties.If, despite this prohibition, a member of the Company should receive – even against his will – gifts, promises and/or other benefits from third parties, he must promptly notify the director of personnel and S.G., as well as the oversight body.
D) Protection of dignity and integrity The Company is committed to ensuring all its members of the protection of their dignity and their psychological and physical integrity, in compliance with the principles of equal opportunity and protection of privacy, especially with regard to the handicapped.It has adopted all necessary measures to ensure safe and wholesome working conditions to provide a suitable work environment, along with safety procedures (e.g., smoking prohibited on the premises, etc.) aimed at constantly improving the corporate climate (e.g., preventing oppression, harassment, etc.), and at preventing any type of discriminatory differentiation or harassment of an individual because of his age, sex, race, political and religious convictions or state of health (this list is to be understood merely as an example).
E) Occupational safety The Company scrupulously complies with occupational safety and health regulations per Leg. Dec. 626 of 19 September 1994 as modified, and promotes its application in the Company, both directly and indirectly.In particular, the Company constantly monitors its own equipment and machinery, wherever it is located and operating, beyond the requirements of law and the prevention of imminent risks, to ensure the maximum safety and quality of its services.To this end, an outside manager has been appointed to the Risk Prevention and Protection Department; all individuals working within the Company must follow his directives. The Company is also required to comply with safety-related legislation, such as, merely as an example, Law 46/90 on equipment safety; Law 791/77 implementing CEE directives regarding low voltage; Leg. Dec. 615/96 implementing CEE directives regarding electromagnetic compatibility; Pres. Dec. 459/1996 implementing CEE directives relating to machinerySpecial attention is also paid to business activities conducted at construction and work sites, where operations are conducted that are intended for and instrumental to the final delivery of the work commissioned by the client. Procedures, organisation, controls and the Safety Plan have been adapted to the standards of the Quality Management System as per the UNI EN ISO 9001:2000 standards.
Art. 8
RELATIONS WITH THE PUBLIC ADMINISTRATION (“P.A.”)
The Company’s relations with public officials responsible for public services, public employees and licensees are marked by transparency, loyalty and fairness.
A) P.A. as clientWith particular reference to tenders called by the P.A. for contracts and/or the supply of goods or services, the Company establishes and maintains professional and transparent relations, adhering to the tender instructions, regulatory provisions and guidelines, subject to auditing by the government client an d other assigned public bodies.Favouritism, pressure or other forms of privilege by all those working in the name and on behalf of the Company in management and in relations with the P.A. (and its members) to induce it to adopt favourable attitudes or decisions in favour of the Company, illegally and contrary to the principles of the present Code, are prohibited.
B) P.A. as provider of loans and benefitsIn conducting its business, the Company may, if it meets the requirements, request and benefit from loans, tax relief and benefits of any nature granted by national and/or Community agencies, intended for and associated with the specific use for which they were granted and/or requested. The Company watches for and opposes the adoption of any ruse or trick (including by false statements or omissions) employed by any of its members and by any means to obtain such loans, subsidies or benefits unjustly from the P.A., or to divert the use thereof.
C) P.A. in other administrative relationsDiligence and care is taken by individual members of the Company in managing other relationships with agencies and bodies that are part of the P.A. for purposes of conducting the Company’s business and for engaging in necessary activities (such as obtaining licenses, authorisations, permits or administrative concessions, etc.).
D) AuthoritiesIn relations with industry authorities such as, by way of incomplete example, the National Personal Data Protection Authority, the Competition and Market Authority, the Public Works Oversight Authority, and the Labour Inspectorate, the Company provides the utmost availability and cooperation, including during inspections and checks and, if owed and/or requested, complete information, data and documentation in compliance with the principles of truthfulness, transparency, completely and correctness and their institutional functions.The oversight body watches to ensure that relations with the authorities comply with the stated principles and identifies any violations and the responsibilities of violators.
E) Relations with the judicial authoritiesThe Company cooperates actively with the judicial authorities, law enforcement agencies and any public official in the exercise of their functions during inspections, audits, inquiries or judicial proceedings, whereas its members must refrain from promising gifts, money or other advantages to the representatives of these competent judicial authorities or of those actually conducting inspections and audits, in order to influence their work. F) Funding to political parties and bodies
The Company may make contributions solely to the subjects and within the limits established by Law 10 December 1993 n. 515 and subsequent modifications and additions.These political contributions include any form of payment, loan or other act of generosity granted to political parties and union organisations, or to their members and independent candidates, including those made through intermediate parties.In any case, the contribution presupposes a decision by the administrative body and the determination of a clear and documentable destination for the funds.The Company’s directors, employees and collaborators may not make political contributions using funds, assets, property, services and other resources belonging to the Company; the latter will not reimburse contributions made personally by them.
Art. 9
OUTSIDE RELATIONS
Relations with third parties are managed according to the principles of utmost cooperation, availability, professionalism and transparency, in respect for confidentiality and protection of privacy in order to lay the groundwork for a solid and lasting relationship of trust and mutual satisfaction.
A) Relations with Suppliers and Consultants Selection of suppliers of goods and/or services is based on careful technical and economic evaluation in consideration of the following parameters: analysis of the product, the offer, economic advantage, technical and professional suitability, competence and reliability. A relationship established with a supplier must comply with the assessment and qualitative criteria described in the specific procedure in the Manual adopted by the Company. Acceptance of the Code is a prerequisite for establishing and maintaining supply relationships with suppliers. The products and/or services provided must in any case be compliant and justified by specific corporate needs, documented and described in writing by the respective managers responsible for expenditures, within the limits of the available budget. Costs must correspond to current market costs.In its ongoing relationships with current and any potential suppliers, the Company bases its relationships on good faith and transparency and respect for the values of fairness, impartiality, loyalty and equal opportunity.At the conclusion of the relationship and in any case prior to paying the relative invoice, the Company checks the quality, consistency and promptness of the service received and fulfilment of all obligations assumed by the supplier. The provisions of the tax laws are followed for this purpose. The Company’s relations with the various outside consultants, collaborators and any outsourcers are based on the same selective principles and criteria.Members of the Company are expressly prohibited from requesting or seeking favours, gifts and/or other benefits from consultants, or from giving or promising similar forms of recognition as a direct or indirect condition for establishing, maintaining and carrying out the collaboration, even if intended to improve the relationship with the Company.
B) OutsourcersIn conducting its business, the Company make use of third parties, professional service providers, on an ongoing basis. They work on the basis of a formal assignment, following the instructions and under the control of the Company, in compliance with the behavioural principles and standards in the present Code of Ethics and the Management and Control Organisation Model (“Model”) adopted by I.& S.I. S.p.a..
C) Union organisationsThe Company maintains constant relations with the union and company organisations to ensure participatory dialogue and share decision-making in relation to social problems involving the Company.
Art. 10
CONFIDENTIALITY AND PROTECTION OF PRIVACY
A) Adaptation to current legislation The Company currently operates in compliance with the provisions of the Personal Data Protection Code, the so-called Consolidation Act, Leg. Dec. 196 of 30 June 2003. The Company respects the subjective right of interested parties to protect their personal data, whether they are employees/collaborators or third parties, by providing them with full prior disclosure, updated, regarding the treatment of data, both ordinary and sensitive, acquired by the Company or which will be acquired and/or processed in the course of its business, and asking them to issue their informed consent, if necessary, solely for the intended purposes.
B) IT and remote system managementThose working in the Company either at the management level or as employees are strictly prohibited from altering in any way the functioning of the IT and remote system, and/or from intervening illegally in any way in the equipment, data, information and programmes installed on equipment operating within the Company to the harm of the State or public or Community bodies to obtain an advantage or benefit, directly or indirectly, for the Company. The Company has appointed its own managers (internal and/or external) for the treatment of personal data and has formally appointed those assigned to process the personal data in hardcopy and/or electronically. The Company has a Company Information System (CIS) consisting of hardware, system software, corporate software and management procedures, and has appointed an ad hoc coordinating staff. The CIS complies with the standards of the UNI EN ISO 9001:2001 Quality Management System standards, for which the Company has received the relative certification.
C) Security measures In accordance with current legislation, the Company guarantees interested parties that the treatment of their often sensitive personal data is conducted using suitable security measures – at least “minimum” per law – either with or without the use of electronic equipment.
Art. 11
ENVIRONMENTAL PROTECTION
A) Compliance with current legislation The Company conducts its business in full compliance with current environmental protection legislation, constantly balancing its own business needs with the requirements of environmental protection.With regard both to its corporate headquarters and any other site where the Company is called upon to operate, it takes in to account the environmental impact of its business activity and condemns and prevents any form of damage and/or deterioration to the environment.The designated manager provides the necessary coordination and control regarding implementation of national and international law in the area of the environment, construction, town planning, pollution and waste disposal, etc., by any of the Company’s employees or collaborators.
Art. 12
PREVENTION OF CORPORATE CRIME PER LEG. DEC. 231/2001
A) Company’s administrative liabilityLeg. Dec. 231 of 8 June 2001 introduced the principle of direct and personal administrative liability of the corporate body for wrongful acts. The Company can in fact be sanctioned with a pecuniary and/or prohibitory measure if the crime was committed in the interest or to the advantage of parties organically associated and working in a management or employee position. Without prejudice to its liability for “negligent disorganisation,” arts. 6 and 7 nonetheless allow the Company to be relieved of its liability following the commission of the typical crimes indicated, in the event that the management body simultaneously adopted and effectively implemented, prior to the commission of the crime, "models of organisation, management and control” suitable for preventing the commission of crimes of the same sort, assigning a specific body – the oversight body, for example —to oversee, check and update, thereby achieving an effective preventive penal action.
B) Mapping of crime-risk corporate areasIn order to identify, rank and delimit the risk of commission of crimes, the Company surveys and prepares a “map” of its corporate environments and of the relative offices and processes for which it finds a potential for the crimes envisioned by Leg. Dec. 231/2001, such as: arts. 24 (undue receipt of services, fraud against the State or a public agency or to achieve public services, and IT fraud against the State pr a public agency); 25 (bribery and corruption); 25-b (coinage, credit card or securities offences); 25-c (corporate c rimes per arts. 2621 et seq. c.c.); 25-d (crimes for purposes of terrorism or overthrow of democratic order); 25-e (crimes against the individual), 25-f (market abuses).The Company also sees to the correct management of financial resources (pursuant to art. 6, par. 2, lett. c. Leg. Dec. 231).C) Preparation and adoption of Crime-prevention ModelsThe present code is coordinated with and further implemented in the provisions of the secondary behavioural procedures, which constitute the Company’s crime-prevention model and which must be followed by those working in those areas assessed as being at risk for crime. These organisation, management and control models are prepared as a risk-management tool based on the corporate background, the results of the survey done, and the unique nature of the Company’s organisational and operational structure and size, and its line of business. Any violation of the provisions of the model is punishable by disciplinary sanctions. The crime-prevention function established by the Model seeks to contain the risk of crime at an “acceptable level,” coinciding with the circumstance that any crime committed is attributable to fraudulent violation of the Model’s provisions by the author, which excludes any intentional or negligent behaviour attributable to the Company as a “defect in organisation.”
D) Oversight body (OB) The OB is the body specially designated by the Company’s management body to provide control and oversight, and to adapt and update the Model adopted. It is autonomous, independent and distinct from the Company’s ownership and management but part of the firm by virtue of its coordination with the Company’s audit bodies (internal and external); it operates continuously. The OB is composed of individuals meeting the requisites of respectability, professionalism and independence, as well as competence and experience in the area in question.In appointing the OB, the administrative body determines its configuration and the principles that govern its term of office, replacement of individual members, extension, and annual budget. Within these limits, the OB has its own structural and economic-financial resources and the power to determine its own organisation, rules and operating methods, including making use of outside consultants, in performing its functions.In exercising its duties pursuant to art. 6 of the aforementioned Leg. Decree, the OB:interprets, applies and monitors compliance with the Code of Ethics and Behaviour;oversees observance, functioning, updating and optimisation of the Models adopted by the Company;performs inspections, monitoring and coordination with other bodies inside and outside the Company;notes and reports any violators to the appropriate bodies and implements the disciplinary procedures;provides staff training in regard to Leg. Dec. 231/2001.For its activities, the OB periodically (at least annually) prepares and sends to the administrative body a report on progress in implementing the Code and the Models, describing the necessary measures for improving the operations and effectiveness of the prevention system, and providing a progress report on planned activities.
E) Inter-body coordinationIn carrying out its duties, the OB is in constant communication with the Company’s management and control bodies, both inside and outside the Company, establishing a constant flow of information and mutual cooperation, and periodically reporting on the results of its activities to the administrative body.
SECTION IV – FINAL STANDARDS
Art. 13
REFERENCE
The content of the present Code must be systematically coordinated with the provisions of the corporate charter, the civil code, and current ordinary and special laws.In its behavioural content, the Code is implemented through the additional provisions of the present Model, whose crime-prevention-related behavioural principles are intended for those who work within the Company or collaborate with it, in the corporate areas/offices determined to be at risk for the commission of the crimes listed in Leg. Dec. 231/2001 (c.s.m.). The Code automatically incorporates any present and future law listing such crimes and intended to prevent and suppress corporate crime, constituting a valid legal protection for the Company and its activities.

INDEX

SECTION I – GENERAL PRINCIPLES

Art. 1
COMPANY INTRODUCTION

Art. 2
FOREWORD

A) Nature and purpose
B) Regulatory content
C) Addressees

Art. 3
IMPLEMENTATION

A) Adoption and entry into force
B) Code internalisation and externalisation
C) Updates
D) Interpretation
E) Oversight and investigation of violations
F) Sanctions
SECTION II – CORPORATE ETHICS

Art. 4
PRINCIPLES

A) Fairness and honesty in business and respect for the law
B) Information
C) Impartiality and independence Hierarchical principle
D) Employee diligence and professionalism
E) Fairness, equality and protection of the individual
F) Quality of services and products
G) Fair competition
H) Confidentiality and Privacy
I) Environmental protection
L) Security
SECTION III – BEHAVIOURAL CRITERIA

Art. 5
CORPORATE GOVERNANCE

A) Shareholders
B) Administrative body
C) Committee of auditors
D) Auditor
E) Conflict of interest

Art. 6
ACCOUNTING AND FINANCIAL MANAGEMENT

A) Books and records
B) Internal audits
C) Corporate communications
D) Financial activity

Art. 7
PERSONNEL POLICY

A) Employee selection and hiring
B) Employment management
C) Prohibition against accepting gifts and/or other benefits
D) Protection of dignity and integrity
E) Occupational safety

Art. 8
RELATIONS WITH THE PUBLIC ADMINISTRATION

A) P.A. as client
B) P.A. as provider of loans and benefits
C) P.A. in other administrative relationships
D) Authorities
E) Relations with the judicial authorities
F) Funding to political parties and bodies

Art. 9
EXTERNAL RELATIONS

A) Relations with suppliers and consultants
B) Outsourcers
C) Union organisations

Art. 10
CONFIDENTIALITY AND PROTECTION OF PRIVACY

A) Adaptation to current legislation
B) Management of the information and remote system
C) Security measures Art. 11ENVIRONMENTAL PROTECTION
A) Compliance with current legislation

Art. 12
PREVENTION OF CORPORATE CRIME PER LEG. DEC. 231/2001

A) Company’s administrative liability
B) Mapping of corporate areas at risk for crime
C) Preparation and adoption of crime-prevention Models
D) The Oversight body
E) Inter-body coordination
SECTION IV – FINAL STANDARD
Art. 13