The Code of Ethics

CRITERIA OF CONDUCT

5. TRANSPARENCY OF ACCOUNTING RECORDS AND ANTI-MONEY LAUNDERING

The Addressees of the Code are required to cooperate, within the scope of their competences, to ensure that management events are correctly and promptly recorded in the accounting records.

Every operation or transaction must be authorized, verifiable, legitimate, congruous, consistent, and correctly and promptly recorded and registered in the company’s accounting system in accordance with the criteria indicated by law and based on the applicable accounting principles.

It is forbidden to behave in such a way as to jeopardize the transparency and traceability of financial statement information. Adequate supporting documentation of the activity carried out is kept on file for each operation, to allow easy and accurate accounting records, the timely determination of the characteristics and reasons behind the operation, and the identification of the various levels of responsibility.

Recipients who become aware of omissions, falsifications, or negligence in the management of the accounts are required to communicate the facts to the superior body, or to the body to which they belong.

No employee or collaborator may make payments in the interest and on behalf of SCAGLIA Srl, in the absence of adequate supporting documentation and formal authorization, delegation or power of attorney.

Financial records must be retained and destroyed in accordance with the retention policy set out in the relevant legislation.

Each level of the organizational structure has the task of contributing to the creation of an effective and efficient internal control system.

To implement this task, SCAGLIA Srl guarantees the corporate bodies with control powers, free access to data, documentation and any information useful to carry out its activities.

Recipients are required to cooperate fully with the holders of control powers. Activities hindering the control function, carried out by institutional control bodies, are therefore prohibited.

SCAGLIA Srl also monitors that its activities do not become a tool to facilitate, even potentially, illegal activities and criminal and terrorist organizations. To this end, it always applies the national and international anti-money laundering regulations.

SCAGLIA Srl verifies with the utmost diligence the information available on business counterparties, suppliers, partners, and consultants, to ascertain their respectability and the legitimacy of their activities before establishing business relations with them.

SCAGLIA Srl shall ensure that the transactions to which it is a party do not present, even potentially, the risk of favoring the receipt, replacement or use of money or goods resulting from criminal activities.

6. RELATIONS WITH EMPLOYEES AND COLLABORATORS

Consulting and professional services
Consultants and self-employed workers, as well as more generally suppliers of services and intellectual work, are obliged to observe the same standards of conduct as employees when conducting business with or on behalf of the company Code of Ethics of SCAGLIA Srl.

Those acting in the name and/or on behalf of the company are required to maintain and protect the company’s image of seriousness, respectability, and fairness.

Protecting privacy and managing confidential information
SCAGLIA Srl adopts appropriate precautions and security measures regarding the processing of personal and/or sensitive data collected from time to time by the Recipients.

In accordance with applicable law, any investigation into the opinions, preferences, personal tastes and, in general, the private life of the Recipients is prohibited.
It is also forbidden, except in the cases provided for by law, to communicate or disseminate personal data without the prior consent of the person concerned or in violation of the internal Privacy Policy or other regulations.

Recipients shall also safeguard confidential information of which they become aware, in compliance with any Non-Disclosure Agreement entered with SCAGLIA Srl and use them only within and in the exclusive interest of the entity.

The term ‘confidential information‘ means information relating to the company’s current or planned activities which, if used or disclosed without prior authorization, could be financially advantageous to third parties and/or harmful to the company.

Confidential information may include, by way of example, trade secrets and know-how, inventions, marketing and sales programs and strategies, information on customers and suppliers, financial data, production processes and techniques, computer software, data, formulas, technical drawings and drawings, metric calculations, tender specifications, even if originating from third parties but entrusted to the company.

In particular, the Addressees who are in possession of or have access to confidential information shall avoid disclosing such information outside the company, refrain from using such data for their own benefit or for the benefit of extraneous persons, unless this is indispensable for the pursuit of the tasks entrusted to them or in any case of institutional purposes.

The obligation to keep confidential information confidential does not cease with the termination of the professional relationship with the company. The termination of the relationship also entails the obligation to hand over to one’s direct superior all documents and other materials containing confidential information, in accordance with the specific provisions contained in the Non-Disclosure Agreement entered into.

Personnel research and selection
The search and selection of staff to be recruited is the responsibility of the Personnel Department and is carried out with respect for the privacy of the candidates, ensuring equal opportunities and avoiding any favoritism, in accordance with the procedures determined by public law.

Staff are employed under a regular employment or self-employment contract in accordance with the legislation applicable in the place of recruitment; all forms of illegal employment are expressly prohibited and not tolerated.

At the time of recruitment or establishment of the collaboration relationship, and during the first period of induction in the company, each Collaborator shall receive accurate information with particular reference to the rules governing his/her employment relationship, to the prevention rules and procedures relating to health and safety in the workplace, to the company policies, to the rules of this Code in order to ensure immediate knowledge and promote a more rapid integration in the life and culture of the company.

Use of computers, media and company assets
Each Recipient is required to take the necessary measures to ensure computer security in accordance with the procedures, instructions and operating practices adopted by SCAGLIA Srl.

The company’s resources must not be used for illegal purposes, to cause nuisance, or be used in a way that is offensive to others.

The use of computers, software programs, cloud resources, systems and media owned by the company to send e-mail or access the Internet engages the company’s image. The use of such resources must be consistent with institutional policies and company standards, privacy, copyright, trademark, trade secret and other intellectual property considerations.

Technological resources shall be used in accordance with the procedural and operational rules established by the relevant departments in each company. The credentials for accessing the company’s information systems may only be known by their owners and assignees and may not be disclosed to third parties.

Each employee also has the duty to act diligently to protect the company’s assets, through responsible behavior in line with the operating procedures laid down to regulate their use, accurately documenting their use.

Prohibition of alcoholic, psychotropic and narcotic substances
Recipients shall personally contribute to promoting and maintaining a climate of mutual respect in the work environment. It shall be considered a conscious assumption of the risk of impairing such environmental characteristics to be found or to be under the effect of alcohol, drugs, or substances with similar effect during work performance and in the workplace.

It is prohibited to:
–   holding, consuming, offering or transferring for any reason drugs or substances with similar effects, during work and in the workplace.
–   smoking inside the premises and workplaces.

Conflict of interest
The persons covered by the Code must act in the interest of the company. They must, therefore, avoid situations of conflict of interest that could affect their independence of judgement and choice.

If one of the Addressees finds him/herself in a situation that, even potentially, may constitute or determine a conflict of interest, he/she shall promptly report it to his/her superior.

Furthermore, no employee shall take advantage of opportunities that may arise through the availability of assets, information, or his/her position in the company, and shall not engage in activities in competition with it.

7. RELATIONS WITH THE PUBLIC ADMINISTRATION

Gifts and entertainment expenses
In accordance with the principles set out in this Code of Ethics as well as in compliance with the legislation on anti-corruption, it is prohibited any form of gift that could even just be interpreted as exceeding normal business practices or courtesy or otherwise aimed at acquiring favorable treatment in the conduct of any activity related to SCAGLIA Srl.

In any case, SCAGLIA Srl refrains from practices that are not permitted by law, business practices or codes of ethics of companies or entities with which it has relationships.

The gifts offered – except those of modest value – must be managed and authorized according to the institutional processes by the Administrative Body or by the expressly delegated function and must be adequately documented.

Expenses incurred such as meals, travel expenses and entertainment offered to third parties will be made in accordance with applicable laws and policies adopted by SCAGLIA Srl.

Relations with the Public Administration and Judicial Authorities
Relations between the company and the Public Administration shall be based on strict compliance with applicable laws and regulations, as well as with specific company policies and procedures, and shall in no way compromise the integrity and image of the company.

The assumption of commitments and the management of relations, of any kind, with the Public Administration, public officials, or persons in charge of a public service are reserved exclusively to the Administrative Body or to the functions and persons appointed and provided with delegated or special power of attorney.

Any giving or promising of money or other benefits for illegal purposes or to obtain undue advantages is expressly prohibited.

It is also prohibited the corporate bodies, employees and collaborators, attorneys, and attorneys with authority to represent the company in court, to promise or give money or other benefits to magistrates, judges, clerks and witnesses in order to influence the outcome of the process in favor of SCAGLIA Srl.

8. RELATIONS WITH SUPPLIERS AND CONSULTANTS

SCAGLIA Srl is committed to seeking in suppliers and external collaborators a suitable professionalism and a commitment to sharing the principles and contents of the Code of Ethics and promotes the construction of lasting relationships for the progressive improvement of performance in the protection and promotion of the principles and contents of the Code.

In relations of procurement, supply of goods and services and external collaboration (including consultants, agents, etc.), Recipients are required to:
–   Comply with current legislation and specific procedures on the selection of contractors and the awarding of contracts, works and services.
–   in any case, observe the internal procedures for the selection and management of relations with suppliers and external collaborators and not to preclude any person meeting the requirements from competing for a supply contract with the company.
–   adopt, in the selection, only objective evaluation criteria in a declared and transparent manner, in line with usual business practice.
–   observe and demand compliance with the contractual conditions.
–   promptly report potential breaches of the Code to the Supervisory Board.  criteria criteria criteria criteria criteria criteria criteria criteria