Code of Ethics

ABSTRACT

1. INTRODUCTION
1.1 CODE OF ETHICS
1.2 MISSION AND VALUES
1.3 RECIPIENTS AND SCOPE OF APPLICATION OF THE CODE OF ETHICS

2. VALUE SYSTEM
2.1 RESPONSIBILITY AND COMPLIANCE WITH LAWS
2.2 HONESTY
2.3 TRANSPARENCY AND COMPLETENESS OF INFORMATION
2.4 CORRECTNESS IN COMPANY MANAGEMENT AND USE OF RESOURCES
2.5 CONFIDENTIALITY OF INFORMATION
2.6 VALUE OF HUMAN RESOURCES AND RESPECT FOR THE PERSON
2.7 RESPONSIBILITY TOWARDS THE COMMUNITY
2.8 FAIRNESS IN RELATIONS WITH LOCAL BODIES AND PUBLIC INSTITUTIONS
2.9 PROTECTION OF THE ENVIRONMENT, SAFETY AND SUSTAINABLE DEVELOPMENT
2.10 PROTECTION OF COPYRIGHT

3. CRITERIA OF CONDUCT
3.1 MEMBERS AND MEMBERS OF THE CORPORATE BODIES
3.2 PERSONNEL
3.3 THIRD RECIPIENTS

4. INTERNAL CONTROL SYSTEM
4.1 THE INTERNAL CONTROL SYSTEM
4.2 COMMUNICATION AND TRAINING
4.3 VIOLATION OF THE CODE OF ETHICS

5. THE PENALTY SYSTEM
5.1 GUIDELINES OF THE PENALTY SYSTEM
5.2 THE SANCTIONS

ANNEX DISCIPLINARY MEASURES

INTRODUCTION

1. INTRODUCTION

1.1 CODE OF ETHICS

Store Builder Srl adjusts the management of its activities in compliance with the principles and rules of conduct expressed in this Code of Ethics and in national and international legislation. The Code of Ethics expresses the commitments and ethical responsibilities assumed by those who, for various reasons, collaborate in the realization of the objectives of Store Builder Srl, towards: shareholders, employees, collaborators, external consultants, suppliers, customers and other subjects who define themselves interested in the activity of the organization.

Store Builder Srl, recognizes the importance of ethical-social responsibility and environmental protection and, for this reason, promotes a management aimed at balancing the legitimate interests of its stakeholders and the community in which it operates.

This Code has been set up in such a way as to respect the interests of the parties involved.

The stakeholders of Store Builder Srl are to be considered the personnel, shareholders, administrators, suppliers, public administration, customers, the community and, in a broader sense, all the subjects involved, directly and / or indirectly, in the activities of the Entity.

As part of the Internal Control System, the Code of Ethics constitutes (pursuant to articles 6 and 7 of Legislative Decree 231 of 2001, and in compliance with the “Regional Guidelines for the definition of organization, management and control models accredited bodies that provide services within the education-training-work supply chain “, as well as the relevant guidelines approved by Confindustria on 31 March 2008), one of the prerequisites of the Store Builder Srl organization, management and control model (hereinafter the” Model 231/01 “) and the sanction system provided therein.

The Directors approve the Code of Ethics. A Supervisory Body has been set up to monitor the operation and compliance with Model 231/01 for the prevention of the offenses provided for by Legislative Decree 231/01.

The Supervisory Body, in collaboration with the Directors / Company Management, has the task of: Verifying the adequacy of the Code of Ethics with respect to the sensitivity of the Organization, verifying that the Organization implements and applies it.

The company management can promote proposals for integration or modification of the contents.

This Code of Ethics is structured in four main parts:

  • Value System: defines the reference values ​​of Store Builder Srl;
  • Behavior criteria: identifies the conduct criteria to be followed in relations with stakeholders;
  • Internal control system: establishes the implementation and control mechanisms prepared for the correct application of the Code of Ethics and for its continuous improvement;
  • Sanctioning System.

1.2 MISSION AND VALUES

Store Builder Srl’s strategy and vision are aimed at offering quality services and being perceived as a supplier and / or partner of excellence by its customers and partners.

The mission of Store Builder Srl is to “find the best solutions for companies, public bodies, professionals and individuals in the retail consultancy sector, from the conceptualization of the sales network, to the design of the store and the management and control of the sales network, guaranteeing an excellent service with the best quality / price “.

Store Builder Srl intends to achieve its mission in absolute compliance with the following values ​​or key principles:

RESPECT;
TEAMWORK;
SATISFACTION;
EQUAL OPPORTUNITIES;
FLEXIBILITY;

All employees of Store Builder Srl or external collaborators must respect and share its values, have the obligation of respect towards the Organization and towards all those who for various reasons allow it to operate (customers, suppliers, institutions, etc.) . Their skills, knowledge and experience must be put at the service of all in respect and for the achievement of common objectives.

The objectives must be pursued and achieved by guaranteeing the satisfaction of all and in particular the final customers, employees, collaborators and partners.

Access to equal opportunities by employees and collaborators is guaranteed and flexibility in the management of the related tasks, always in compliance with regulations and internal regulations or policies.

1.3 RECIPIENTS AND SCOPE OF APPLICATION OF THE CODE OF ETHICS

Recipients of the Code of Ethics are all Company Representatives, without exception, and all those who, directly or indirectly, permanently or temporarily establish relationships or relationships with Store Builder Srl and work to pursue its objectives.

Store Builder Srl also requires all suppliers, contractors and subcontractors to behave in line with the general principles of this Code, without prejudice to compliance with cultural and social specificities. Store Builder Srl Company Representatives are obliged to know the rules, refrain from conduct contrary to them, contact the superior or the Administrative Body or the Supervisory Body in charge for clarifications or complaints, collaborate with the structures responsible for verifying violations and not to hide the existence of a Code from counterparties. In business relationships, the counterparties must be informed of the existence of rules of conduct and must comply with them.

Compliance with the rules of the Code of Ethics is an essential part of the contractual obligations of all employees pursuant to Art. 2104 of the Italian Civil Code.

This Code of Ethics is valid both in Italy and abroad, while finding reasonable application to the different cultural, political, social, economic and commercial realities of the various countries in which Store Builder Srl operates.

VALUE SYSTEM

2. VALUE SYSTEM

2.1 RESPONSIBILITY AND COMPLIANCE WITH LAWS

Store Builder Srl has as its primary purpose the compliance with current and applicable legislation. It requires its shareholders, directors, collaborators and employees in general, and anyone who carries out representative functions in any capacity, including de facto, compliance with the legislation and all current regulations and the principles and procedures preordained for this purpose, as well as conduct ethically correct, such as not to compromise moral and professional reliability.

Store Builder Srl orients its decisions according to the public interest entrusted to it.

The main reference standards of Store Builder Srl are:

Legislative Decree 81/2008 and subsequent amendments (Job security)
Legislative Decree 196/2003 (Privacy Protection)
Legislative Decree 152/2006 and subsequent amendments (TU Environment)
Legislation for the protection and protection of copyright (Law no.633 of 1941)
Administrative rules relating to the management of the personnel office
Rules relating to general employment obligations •
National and international accounting principles
Articles of Association and Regulations approved by the Shareholders’ Meeting
Current tax legislation
National Collective Labor Agreement for Commerce

2.2 HONESTY

The fundamental principle for all the activities of Store Builder Srl is honesty. Initiatives, reports and communications are managed according to this principle, which is an essential element of organizational management. Relations with stakeholders, at all levels, must be based on criteria and conduct of fairness, collaboration, loyalty and mutual respect.

2.3 TRANSPARENCY AND COMPLETENESS OF INFORMATION

Store Builder Srl recognizes the fundamental value of correct information to shareholders, corporate bodies and competent functions, in relation to significant facts concerning corporate and accounting management and in no way justifies actions by its collaborators that prevent control by the entities or organizations in charge.

Store Builder Srl implements a continuous and complete flow of information between the corporate bodies, the various company areas, the Management, the various senior figures, the Supervisory Body, and, where necessary, to the Public Authorities.

In any case, the information transmitted externally and within the organization itself complies with the requirements of truthfulness, completeness and accuracy, also in relation to economic, financial and accounting data.

2.4 CORRECTNESS IN COMPANY MANAGEMENT AND USE OF RESOURCES

Store Builder Srl pursues its corporate purpose in compliance with the law0, ensuring the proper functioning of the corporate bodies and the protection of the equity and equity rights of its shareholders, safeguarding the integrity of the share capital and assets.

2.5 CONFIDENTIALITY OF INFORMATION

Store Builder Srl guarantees the confidentiality of the information in its possession, compliance with current legislation on the management of personal data and does not search for confidential data through illegal means.

All information available to the Organization is treated in compliance with the confidentiality and privacy of the interested parties.

Personnel in possession of information of corporate interest or relating to any stakeholder, are not authorized to disseminate or use it outside the operational purposes for which it was authorized by the Management.

2.6 VALUE OF HUMAN RESOURCES AND RESPECT FOR THE PERSON

Store Builder Srl promotes respect for the individual and the physical and cultural integrity of the person.

The recipients of the Code of Ethics must behave in a manner that respects the rights and dignity of others as well as favoring orderly coexistence in the workplace.

Human resources are considered essential for the development of the organization. In fact, Store Builder Srl ensures professional growth and development in order to increase the wealth of knowledge possessed in compliance with the current legislation on the rights of the individual personality, with particular regard to the moral and physical integrity of the Staff and respect for the dimension of relationship with others.

The Organization guarantees working conditions that respect individual dignity and safe working environments and applies the legislation and employment contracts in force to its employees.

The Entity has adopted the principles of the European Code of Conduct issued on 11/27/1991.

2.7 RESPONSIBILITY TOWARDS THE COMMUNITY

Store Builder Srl assumes the obligation to carry out its work in compliance with local and national communities, implementing cultural and social initiatives such as to enhance its image towards the community. The organization believes that its activities can positively influence the economic and social development of the community and has decided to establish, where possible, a channel of dialogue with stakeholders.

2.8 FAIRNESS IN RELATIONS WITH LOCAL BODIES AND PUBLIC INSTITUTIONS

One of the purposes of Store Builder Srl is to manage relationships, including contractual ones, with public institutions, local authorities and in general the Public Administration with integrity and fairness. In particular, for the request or management of public contributions and disbursements, in order to ensure maximum clarity in institutional relations.

2.9 PROTECTION OF THE ENVIRONMENT, SAFETY AND SUSTAINABLE DEVELOPMENT

Store Builder Srl supports and promotes sustainable development, environmental protection, safety and risk prevention among its customers and all stakeholders in compliance with current legislation.

2.10 PROTECTION OF COPYRIGHT

Store Builder Srl pursues the objective of respecting the rules on intellectual property and plagiarism, in particular the discipline of copyright protection.

By plagiarism we mean the partial or total attribution of words, ideas, researches or discoveries of others to themselves or to another author, regardless of the language in which they are officially presented or disclosed, or in the omission of citation of the sources. Plagiarism can be intentional or the effect of non-diligent conduct.

Store Builder Srl endeavors to check the teaching materials, provided by the teachers, so that they comply with the legislation for the protection and protection of copyright (Law no. 633 of 1941). It will therefore be the obligation of Store Builder Srl to ascertain that the material provided by the teacher is original, or that in any case the teacher has the right to authorize Store Builder Srl to reproduce it. If the material produced by the teacher contains works by third parties, it will be the responsibility of Store Builder Srl to check that the sources are correctly and clearly cited.

CRITERIA OF CONDUCT

3. CRITERIA OF CONDUCT

3.1 ASSOCIATES AND MEMBERS OF CORPORATE BODIES

The shareholders and members of the corporate bodies, in the awareness of their responsibility, as well as respect for the law, are required to comply with the provisions of Model 231/01 and the Code of Ethics which is an integral part of it.

Shareholders and administrators have the obligation:
– to behave in a manner inspired by integrity, loyalty and a sense of responsibility towards the Entity;
– to behave based on autonomy, independence and fairness with public institutions, private entities (including social creditors), economic associations, political forces, as well as any other national and international operator;
– to guarantee assiduous and informed participation in the meetings and activities of the corporate bodies;
– to ensure the sharing of the institution’s ethical vision and mission;
– to assess situations of conflict of interest or incompatibility of functions, assignments outside or within Store Builder Srl, refraining from carrying out operations in conflict of interest in the context of their business;
– not to hinder the control and / or auditing activities carried out by the shareholders, by the other corporate bodies, including the Supervisory Body or by the Auditing Body;
– to make confidential use of the information they become aware of, avoiding using their position to obtain both direct and indirect personal advantages. Any communication activity to the outside must comply with the corporate privacy policy and must be aimed at safeguarding sensitive information;
– to respect, to the extent of their competence and responsibility, the rules of conduct for the Staff of Store Builder Srl.

The 231/01 Model, towards the shareholders, is aimed at:
– achieve maximum transparency towards the Entity’s stakeholders;
– respond to the legitimate expectations of the shareholders;
– ensure a continuous and correct flow of information to the Board of Directors, the Shareholders’ Meeting, the Board of Statutory Auditors and the Supervisory Body, as well as between these same bodies;
– avoid any conduct aimed at influencing the decisions of the Shareholders’ Meeting;
– prevent incorrect administrative and financial information from the structure towards the shareholders.

Corporate disclosure

Store Builder Srl ensures that:
the keeping of the accounting records, the preparation and drafting of the financial statements, the financial statements, the reports, the prospectuses, the corporate communications in general and anything else required for its functioning, takes place in compliance with the provisions of the law, the principles , to current regulations.

To this end, through its corporate bodies it monitors the work of the directors, the Presidency, the company management, or the persons subject to their supervision in any capacity involved in the formation of accounting, financial statements or other similar documents.

Store Builder Srl asks the shareholders, in the figures they represent, to respect the principles of correctness, collaboration, honesty, compliance with the law in all the functions that see them involved in the performance of corporate activities.

3.2 PERSONNEL

Store Builder Srl recognizes to its employees a primary value for the achievement of company objectives. For this reason, the Organization establishes and maintains relationships based on mutual trust and loyalty, enhancing the skills of the individual as much as possible. The company promotes staff training supporting professional growth, refraining from discrimination of any kind and ensuring equal opportunities. The term Personnel means both employees, collaborators and directors.

The Staff of Store Builder Srl must comply, in carrying out their duties, both in internal relations and in relation to external interlocutors, to the current legislation, to the employment contract, to the principles contained in the 231/01 Model and in the Code of Ethics also through an explicit declaration of full acceptance of this document. It must also base its conduct on the principles of integrity, fairness, fidelity and good faith.

Personnel are required: to avoid engaging in, collaborating and causing conduct suitable for the carrying out of crimes referred to in Legislative Decree 231/01; collaborate with the Supervisory Body during the verification and supervision activities, providing the requested data and information; report any malfunctions or violations of Model 231/01 and / or the Code of Ethics to the Supervisory Body.
Personnel may at any time contact the Supervisory Body both verbally and in writing (also by e-mail to the address: info@erspa.com) regarding: interpretation of the Code of Ethics and / or the Protocols of the Model 231/01; the legitimacy of a specific behavior, as well as their suitability or compliance with the 231/01 Model and / or the Code of Ethics.

In addition to the general provisions set forth above, Personnel must comply with the rules of conduct set out below regarding ethical issues of particular importance or specific areas of activity.

Personnel management policies

The staff is hired with a regular employment contract and the Organization does not allow any form of irregular work. Furthermore, any form of discrimination against people is prohibited.
All decisions taken in the context of personnel management and development are based on meritocracy, guaranteeing the same opportunities.
In the management of hierarchical relationships, authority is exercised with equity and correctness, avoiding any abuse. It is an abuse of the position of authority to request, as an act due to the hierarchical superior, services, personal favors and any behavior that constitutes a violation of this Code of Ethics.
Personnel is fully exploited by activating the levers available to encourage their development, their potential and their growth.

The competent functions must therefore:
– select, hire, train, remunerate and manage employees or collaborators without any discrimination;
– create a work environment in which personal characteristics cannot give rise to discrimination; adopt criteria of merit, competence and in any case strictly professional for any decision relating to an employee or collaborator;
– guarantee a healthy and safe working environment for all employees, collaborators, directors;
– create a work environment in which employees and collaborators feel free to express their ideas and beliefs in order to “enrich” the organization and improve its performance.

Those who believe they have suffered offenses or discrimination can report the incident to the Management or to the competent functions, which, if deemed necessary, will transfer the information to the Supervisory Body, to ascertain the facts and apply the resulting measures. Differences in treatment motivated by objective criteria, which are not in contrast with the law or the collective agreement, do not fall within the concept of discrimination.

Requests or threats aimed at inducing people to act against the law and the Code of Ethics, or to adopt behaviors detrimental to the moral and personal convictions of each are not tolerated, and will therefore be sanctioned.

Selection of personnel and establishment of the employment relationship

The staff is hired by assessing the compliance of the characteristics with the company profiles sought.
All personnel are hired with a regular employment contract; no form of illegal or illegal work is allowed.

The employee / collaborator / administrator receives comprehensive information regarding the characteristics of the duties and the function, the regulatory and remuneration elements, the regulations and conduct for the management of risks related to personal health, and ethically accepted behaviors within the Organization.

The recognition of wage increases or reward and incentive systems and access to higher positions or roles (promotions) are linked, in addition to the laws and collective bargaining agreements, to the individual merits of employees.
Store Builder Srl undertakes not to favor forms of clientelism and nepotism, as well as not to establish working relationships with subjects involved in acts of terrorism.

Personnel Management
Store Builder Srl avoids any form of discrimination against its collaborators.
In the context of personnel management and development processes, as well as in the selection phase, the decisions made are based on the correspondence between expected profiles and profiles possessed by collaborators (for example in the case of promotion or transfer) and / or on merit (for example assignment of incentives based on the results achieved).
Access to roles and positions is also established in consideration of skills and abilities; in addition, compatibly with the general efficiency of work, flexibility in the organization of work that facilitate the management of the state of maternity and in general of childcare are favored.

Enhancement and training of resources
Managers use and fully exploit all the professional skills present in the structure by activating the levers available to encourage the development and growth of their collaborators (for example, job rotation, coaching with expert staff).
In this context, the communication by the managers of the strengths and weaknesses of the collaborator is of particular importance, so that the latter can tend to improve their skills also through targeted training.

Store Builder Srl provides all collaborators with information and training tools with the aim of enhancing the specific skills and preserving the professional value of the staff.

Fairness of authority
In establishing hierarchical relationships, Store Builder Srl undertakes to ensure that authority is exercised with fairness and correctness, avoiding any abuse. In particular, Store Builder Srl guarantees that the authority does not turn into an exercise of power that damages the dignity and autonomy of the collaborator, and that the work organization choices safeguard the value of the collaborators. It is an abuse of the position of authority to request, as an act due to the hierarchical superior, services, personal favors or any behavior that constitutes a violation of the Code of Conduct.

Interventions on the organization of work
In the case of work reorganization, the value of human resources is safeguarded by providing, where necessary, training and / or professional retraining.

Use and protection of assets owned by the Entity

Personnel must maintain responsible behavior in line with the operating procedures set up to regulate their use, documenting, where appropriate, their use. Furthermore, the staff is responsible for the protection of the resources entrusted to them and has the duty to promptly inform the structures in charge of any threats or damaging events for the organization itself or for its assets.

In particular, the Personnel is required to:
– avoid improper use that may cause undue costs, damage or reduction of efficiency or otherwise in contrast with the interests of the Entity;
– scrupulously adopt the provisions of internal policies and procedures, even if not formalized, in order not to compromise the functionality, protection and safety of Store Builder Srl computer systems, equipment and plants;
– always operate in compliance with the safety regulations required by law and internal procedures, in order to prevent possible damage to property, people or the environment;
– use the assets owned by the Entity, of any type and value, in compliance with the law, internal regulations, and the principles of this Code of Ethics;
– use the Company’s assets exclusively for purposes related to and instrumental to the exercise of the work activity; in any case, it is forbidden, except when required by specific regulations or company agreements, the use or transfer of the assets by third parties or to third parties, even temporarily; operate, as far as possible, in order to reduce the risk of theft, damage or other threats to the assets and resources assigned or present, promptly informing the relevant functions in the event of anomalous situations.

Unlawful Behavior

The Personnel, in line with the values ​​of honesty and transparency, undertakes to implement all the necessary measures to prevent and avoid the commission of offenses.
Store Builder Srl prohibits the payment of sums of money or other forms of corruption in order to procure direct or indirect benefits to the body itself. Store Builder Srl also prohibits the acceptance of gifts or favors from third parties that go beyond the normal rules of hospitality and courtesy.

Conflict of interest

The Personnel is required to avoid all situations and all activities in which a conflict with the interests of the Entity may concretely arise or which may interfere with their ability to take, in an impartial manner, decisions in the best interest of the company and in full compliance with the rules of the Code of Ethics.

He must also refrain from taking personal advantage from acts of disposing of corporate assets or from business opportunities of which he has become aware in the course of carrying out his duties.
Store Builder Srl recognizes and respects the right of its employees, collaborators and administrators to participate in investments, business or other activities outside those carried out in the interest of the Entity, provided that these are activities permitted by law and by contractual rules and compatible with the obligations assumed as employees, collaborators or directors.

The Staff of Store Builder Srl or its subsidiaries are required to avoid conflicts of interest between personal and family economic activities and the duties they hold within the structure to which they belong. By way of example, but not limited to, the following situations lead to conflicts of interest:
– use their position or the information acquired in their work so that a conflict can be created between their personal interests and the interests of the Entity;
– carry out work activities of any kind for customers, suppliers, competitors, public bodies, bodies or organizations of public interest;
– accept or offer money, favors or benefits from people or companies that have or intend to enter into business relationships with Store Builder Srl .;
– hold public offices in entities that may have relations with Store Builder Srl, so as to create the conditions for a potential conflict of interest.

Personnel with top management, called to make decisions in business when there is a clear conflict between personal interests and those of the Entity, must:
– communicate the existence and characteristics of this conflict to the Supervisory Body and to their hierarchical superior;
– refrain from exercising their decision-making role and delegate this role to other persons in charge of the company organization; in the event that the aforementioned abstention / delegation is not possible, in any case involve other subjects in the decision-making process in order to give greater transparency to the process itself.

In order to prevent and correctly manage situations of conflict of interest, even potentially harmful to the Entity, at the time of assignment of the assignment or start of the employment relationship, it requires its directors, employees and collaborators in various capacities to sign a a specific declaration that excludes the presence of conditions of conflict of interest between the individual and the Entity, or, in the event of such conditions, clarify their nature.

Health and Occupational Safety

Store Builder Srl considers issues related to the health and safety of workers to be of high importance.
Occupational health and safety personnel must:
– take care of their own health and safety and that of other people present in the workplace, who are affected by the effects of their actions or omissions, in accordance with the training, instructions and means provided by the employer;
– contribute, together with the employer, managers and supervisors, to the fulfillment of the obligations provided for the protection of health and safety in the workplace;
– observe the provisions and instructions given by the employer, managers and supervisors, for the purposes of collective and individual protection;
– correctly use the work equipment as well as the safety devices;
– immediately report to the employer, manager or person in charge of the deficiencies of the aforementioned means and devices, as well as any dangerous situation of which they become aware, working, in case of urgency and in relation to their skills to eliminate or reduce the situation of serious or imminent danger, informing the workers’ safety representatives;
– not to remove, without authorization, safety, signaling and control devices;
– not to carry out operations or maneuvers on their own initiative which are not within their competence or which cannot compromise their own safety or that of other workers;
– participation in education and training programs organized by the employer;
– undergo the health checks required by current legislation or otherwise ordered by the competent doctor.

All employees, collaborators and directors are required to scrupulously comply with the rules and obligations deriving from the legislation on health and safety as well as to comply with all the measures provided for by internal procedures and regulations. Particular attention must be paid to pregnant women, in order to promote working conditions suited to their psycho-physical needs.

Management of privacy and confidentiality of information

The privacy of the Staff and the confidentiality of information is protected in compliance with the relevant legislation, also through operating standards that specify the information received and the related processing and storage methods, which all staff are required to strictly adhere to. Any investigation into people’s ideas, private life and state of health is excluded.

Employees, collaborators and administrators are required to implement the provisions of the Entity’s policies on information security, to ensure its integrity, confidentiality and availability.

It is the obligation of every employee, collaborator and director to ensure the confidentiality required by the circumstances for each piece of information learned on the basis of their job function. In this regard, what has been said previously is reiterated, namely that the personnel who in any capacity come into possession of information of interest to the Entity or relating to any stakeholder, must keep the information confidential and in no way should they feel authorized to disseminate it or use it outside the operational purposes for which it was authorized by the Management.

Protection of the integrity of the person

Store Builder Srl is committed to protecting the moral integrity of its employees by guaranteeing the right to working conditions that respect the dignity of the person. For this reason it safeguards workers from acts of psychological violence, and counteracts any discriminatory or harmful attitude or behavior of the person, his beliefs and preferences (for example, in the case of insults, threats, isolation or excessive intrusiveness, professional limitations) .
Sexual harassment is not allowed and behavior or speeches that could upset the sensitivity of the person must be avoided (for example, the display of images with explicit sexual references, insistent and continuous allusions).
Employees who believe they have been harassed or discriminated against for reasons related to age, sex, sexuality, race, state of health, nationality, political views and religious beliefs, etc., must report the incident to the company which will assess the actual violation of the Code of Conduct. However, disparities are not considered discrimination if justified or justifiable on the basis of objective criteria.

Protection of company assets

Each employee is required to work diligently to protect company assets, through responsible behavior and in line with the operating procedures set up to regulate their use, accurately documenting their use. In particular, each employee must:
– use the assets entrusted to him scrupulously and sparingly;
– avoid improper use of company assets that may cause damage or reduction in efficiency, or in any case in conflict with the interests of the company;
– implement the provisions of company policies on information security to ensure its integrity.

The company reserves the right to prevent the distorted use of its assets and infrastructures through the use of accounting systems, financial control reporting and risk analysis and prevention, without prejudice to compliance with the provisions of the laws in force (Law on Privacy, Workers’ Statute, etc.).
With regard to IT applications, each employee is required to:
– scrupulously adopt the provisions of corporate security policies, in order not to compromise the functionality and protection of the IT systems;
– do not send threatening and insulting e-mail messages, do not use low-level language, do not make inappropriate comments that may offend the person and / or damage the corporate image;
– do not browse websites with indecent and offensive / PTP (peer-to-peer) content.

Relations with Customers / Users, Suppliers and partners in ATI

Store Builder Srl’s activity aimed at acquiring orders must be carried out in compliance with correct economic principles, in a regular market context and in fair competition with competitors, in compliance with applicable laws and regulations.
The behavior of Store Builder Srl towards customers / users, suppliers and partners is based on honesty, respect and courtesy and availability, with a view to a collaborative and highly professional relationship. Store Builder Srl pursues its mission by offering quality services, at competitive conditions and in compliance with all the rules set up to protect fair competition.
Personnel are required to:
– provide, with efficiency, courtesy and timeliness, within the limits of the contractual provisions, high quality services that meet the reasonable expectations and needs of the customer;
– provide, where necessary and in the ways and in the forms provided for by company policies, accurate and exhaustive information about the services provided by the Entity, so that the customer can make informed decisions;
– satisfy the expectations of customers in terms of honesty, transparency and full compliance with the law and contractual agreements;
– comply with the truth in advertising or other communications, and in particular in all activities of a commercial nature.

Choice of supplier

The purchasing processes are based on the search for suppliers who meet the requirements of Store Builder Srl to grant equal opportunities for each supplier, loyalty, correctness and impartiality.
In particular, the collaborators involved in these processes are required to:
– not preclude any person in possession of the required requisites from competing for the stipulation of contracts, adopting objective and documentable criteria in the selection of the shortlist of candidates;
– ensure sufficient competition, for example by considering at least three companies in the selection of the supplier; any exceptions must be authorized and documented.

For some product categories, Store Builder Srl has a supplier register whose qualification criteria do not constitute a barrier to access. For Store Builder Srl the following are indispensable requirements:
– the appropriately documented availability of means, including financial ones, organizational structures, design skills and resources, know-how, etc .;
– the existence and effective implementation, in cases where they are provided, of adequate company quality systems (for example, ISO 9000).

The choice of suppliers must be made using the Organization’s internal procedures and following the relevant legislation in force, in order to establish correct and transparent relationships.
The selection of suppliers takes place in compliance with the law, the Articles of Association and equal opportunities. In any case, the selection of suppliers and the determination of purchase conditions are made on the basis of parameters, such as quality, convenience, price, capacity, flexibility, efficiency, ethics, compliance with the law.

More generally, when selecting suppliers, Store Builder Srl considers the reference requirements: – the professionalism and reliability of the interlocutor;
– the availability, duly documented, of means, including financial ones, organized structures, design skills and resources, know-how, etc .;
– the existence and effective implementation of quality, safety and environmental management systems;
– the maintenance of environmentally friendly conduct;
– the conduct of conduct that does not adversely affect the image and good name of Store Builder Srl.

In contracts, procurement and, in general, the supply of goods and services, the Entity:
– adopts, in the selection of the supplier, the evaluation criteria provided for by the existing procedures, in an objective and transparent way;
– does not preclude anyone, in possession of the required requisites, the possibility of competing for the stipulation of contracts, adopting in the choice of candidates
– objective and documentable criteria, in compliance in any case with the principles of cooperation and mutuality set out in the Articles of Association;
– maintains a frank and open dialogue with suppliers, in line with good commercial practices;
– observes and demands compliance with all the obligations imposed by current legislation, relating to safety, tenders, contributions and tax payments, in the context of procurement, supply and procurement relationships.
The stipulation of a contract with a supplier and the management of the relationship with the same are based on relationships of extreme clarity, avoiding, as far as possible, excesses of mutual dependence.
To ensure maximum transparency and efficiency of the purchasing process, Store Builder Srl prepares: – adequate traceability of the choices made;
– the retention of information, as well as of the contractual documents for the periods established by the regulations in force.
Store Builder Srl expects from its suppliers / partners:
– to provide continuous, complete and exhaustive information, especially from the coordinators and teachers;
– to avoid any incorrect management of administrative documents relating to the training and consultancy activities carried out;
– full compliance with the law and internal management procedures, the creation of consultancy services and the provision of training courses; in this regard, it is forbidden for any Store Builder Srl supplier to solicit, request or impose on the users of courses and activities the drafting of documents and the affixing of signatures that differ from the actual performance of the activities, in relation to their formal content and substantial;
– the use and storage of the registers, the internship cards and any other document relating to the provision of the training projects of Store Builder Srl, as well as the documentation relating to the consultancy activities, with the utmost caution, preparing and implementing all the necessary measures aimed at avoiding loss, damage, theft;
– the management and drafting of the aforementioned documents carried out with the maximum guarantee of confidentiality and in compliance with the principles of truthfulness and completeness, both in relation to the information and data reported, and in relation to the affixing of the signature where required, given their value legal and certification.

In particular, in the event of the establishment by Store Builder Srl of Associations and Companies to participate in a tender or for the execution of a specific order, the grouped companies (or partners) must undertake to behave in compliance with current legislation and common principles of professional ethics, by way of example, but not limited to, listed in this Code of Ethics.
These partners are also required not to submit to the Client Body in the tender procedure, directly or indirectly, their offers in competition with the activities carried out by the constituent ATI.

With a view to conforming the procurement of goods and services to the ethical, social and environmental principles of reference, Store Builder Srl may request social and / or environmental requirements for particular supplies.

Management of gifts and gifts and benefits

It is forbidden, in relations with public officials and persons in charge of a public service, to give or promise money or other benefits in any form, whether the conduct is carried out in the exclusive interest of the agent, or whether it is carried out for the benefit or in the interest of Store Builder Srl
It is also forbidden to make any form of gift, gift, or granting benefits to subjects who have commercial and / or entrepreneurial relationships with Store Builder Srl, except in the case in which – also taking into account the countries in which Store Builder Srl operates – such forms gift, gift or benefit are of modest value and fall within the ordinary practices and customs.
In any case, each employee or collaborator of Store Builder Srl, before proceeding to make any form of gift, gift or benefit that exceeds the modest value as considered in Italy must, if an employee, request express authorization from the office manager and / or the organizational unit with which it collaborates, so that the conduct to be followed is agreed.
The head of the office and / or organizational unit must ask for the authorization of his / her superior for the initiatives that he deems to take directly.
In any case, anyone who works in the name and on behalf of Store Builder Srl, must refrain from practices not permitted by law, commercial use or ethical codes – if known – of public and / or private interlocutors with whom he has relations both in Italy and abroad.
The employees and collaborators of Store Builder Srl who, due to the activity carried out for the company, receive gifts, gratuities or benefits in any form are required to notify the manager of the office and / or organizational unit under which they operate, if employees, or with whom they collaborate, if collaborators, or, always if employees, to the direct superior, who will inform the Top Management, if the amount of gifts, tributes or benefits exceeds the modest value assessed according to the uses and the customs in force in the place and for the sector of activity in which the employee or collaborator operates.
It is forbidden for employees or collaborators of Store Builder Srl to receive any form of gift, gift or benefit, from subjects who work with Store Builder Srl, in the relationships in which the Company holds the qualification of concessionaire of public works contracts or of a person in charge of public service.

Relations with the Public Administration

Relationships relating to the activity of Store Builder Srl entertained with public officials or persons in charge of public service (who operate on behalf of the central and peripheral Public Administration, or of legislative bodies, community institutions, international public organizations and any foreign state ), with the judiciary, with the public supervisory authorities and with other independent authorities, as well as with private partners concessionaires of a public service, must be undertaken and managed in absolute and rigorous compliance with the laws and regulations in force, with the principles established in the Code of Ethics and in the protocols provided for by Model 231/01, so as not to compromise the integrity and reputation of both parties.

To this end, the assumption of commitments with Public Administrations and Public Institutions is reserved exclusively for the designated and authorized functions that will carry them out in due respect of the laws and principles of this Code of Ethics and in full compliance with the internal protocols referred to in Model 231/01.

Store Builder Srl prohibits its employees, collaborators and administrators or representatives and, more generally, all those who operate in their own interest, in their own name or on their own behalf, from accepting, promising or offering, even indirectly, money, gifts , goods, services, services or favors not due (also in terms of employment opportunities) in relation to relationships with public officials, public service officers or employees, in general, of the Public Administration or other Public Institutions, or private subjects , to influence their decisions, in view of more favorable treatments or undue benefits or for any other purpose.

Any employee, collaborator, director who directly or indirectly receives requests or offers of money or favors of any kind (including for example gifts or gifts of no small value) improperly formulated to those, or by those who work on behalf of Store Builder Srl in the context of relations with public officials, public service employees or employees in general of the Public Administration (Italian or other foreign countries) or other Public Institutions, or with private subjects (Italian or foreign), must immediately report to the ” Supervisory Body and the competent internal function for taking the consequent measures.

Any relationship with state or international institutions is therefore exclusively attributable to forms of communication aimed at explaining the activity of Store Builder Srl, responding to requests or acts of inspection (interrogations, interpellations), or in any case to render notes the position of the Entity on relevant issues.

Financing and public procurement management

Store Builder Srl, in requesting and managing concessions, contributions and financing of any kind obtained from the State, from another public body or from the European Union, expects its employees, collaborators and administrators to respect the principles of legality, transparency and fairness.

To this end, Store Builder Srl and its employees, directors, collaborators and representatives in any capacity must:
– operate, without any kind of discrimination, through the communication channels in charge of this with the institutional interlocutors at national and international, community and territorial level;
– represent their interests and positions in a transparent, rigorous and coherent manner, avoiding collusive attitudes;
– avoid and condemn behaviors aimed at obtaining any type of contribution, loan, subsidized loan, or other disbursement of the same type, by means of altered or falsified declarations, documents, statements for the purpose, or by means of omitted information, or, more generally, by means of artifices or deceptions, including those carried out by means of IT or telematic systems, aimed at misleading the supplying body;
– carry out a scrupulous check of the data contained in the declarations addressed to the supplying bodies;
– avoid the use of public funds, even of modest value and / or amount, for purposes other than those for which they were obtained.

Store Builder Srl in participating in tenders adopts conduct based on the principles of good faith, professional correctness, loyalty, and legality towards the public body and other competitors.

In the management and participation in public tenders, the Entity operates in full compliance with current legislation, in particular by adapting to the provisions of the Public Contracts Code (Legislative Decree 163/2006), the implementing regulations, the Ministerial circulars, the regional laws, by acts issued by local public bodies, and in general by any other legislative and administrative provision, both Italian and European.
In particular, Store Builder Srl refrains from engaging in anti-competitive behavior, such as:
– promises, offers, donations addressed to competitors in order to obtain the award of the tender, or so that they do not compete, or withdraw the offer or submit obviously abnormal offers;
– agreements with competitors aimed at influencing the award / negotiation price, or other contractual conditions.

Store Builder Srl also refrains from any offer of money, utilities, valuables, or conditions of advantage, even indirect, to public employees who promote or manage contracts or negotiations with public bodies for any reason.
Store Builder Srl staff responsible for preparing the necessary documentation for participation in public tenders must:
– transmit truthful information to the contracting authorities;
– ensure the completeness and updating of such information;
– comply, in the transmission of the documentation, with the deadlines set by the Procurement Code and by public tenders.

In any case, Store Builder Srl and its employees, collaborators and administrators undertake to report to the Supervisory Body any news of conduct contrary to the above principles of which they become aware, even if required by any competitors and / or partners.

Relations with political and trade union organizations

Store Builder Srl in providing any contributions to political parties, movements, committees and political and trade union organizations, their representatives and candidates, adopts documented procedures and forms, traced and compliant with current legislation.
In any case, these contributions are unrelated to any direct or indirect interest of Store Builder Srl in obtaining concessions, disruptions, favorable treatments. In no case will the aforementioned contributions be given with a view to reciprocity, thus excluding any form of political exchange.

Relations with the mass media and dissemination of information

External communications follow the guiding principles of truth, fairness, transparency, prudence and are aimed at promoting knowledge of company policies and the programs and projects of the institution. Relations with the mass media are based on this principle and are reserved exclusively for authorized personnel, who manage them in accordance with the policies adopted by the institution.
Personnel must treat data, news and information in their possession with absolute confidentiality, avoiding their disclosure for their own or third parties’ speculative purposes.

Antitrust legislation and regulatory bodies

Store Builder Srl recognizes free competition in a market economy as a decisive factor for growth and constant business improvement. The Company intends to protect the value of fair competition by refraining from collusive, predatory behavior and abuse of dominant position.
Store Builder Srl fully and scrupulously complies with the principles and rules of free competition and antitrust legislation. The administrative body defines the competition policy and provides the necessary support to management. Store Builder Srl does not deny, conceal or delay any information requested by the antitrust authority and other regulatory bodies in their inspection functions and actively collaborate during the investigation procedures.

Transparency of accounting, documentation and reporting

Store Builder Srl strives to ensure that the economic / financial performance is such as to safeguard and increase the value of the company, in order to adequately remunerate the risk taken with the investment of its capital.
Store Builder Srl’s commitment is aimed at maximizing long-term value. To fulfill this commitment, the Company adopts financial planning and control standards and accounting systems that are consistent and adequate to the accounting principles applicable to the Company.
In carrying out this practice, Store Builder Srl operates with maximum accounting transparency in line with best business practices. This transparency is based on the truth, accuracy and completeness of the basic information for the related accounting records.
For each operation, adequate supporting documentation of the activity carried out is kept on file, in order to allow easy accounting registration, identification of the different levels of responsibility and accurate reconstruction of the operation.
Each accounting entry, in turn, must reflect exactly what results from the supporting documentation.

Internal control

Store Builder Srl recognizes the utmost importance to internal control understood as a process, carried out by Company Representatives, aimed at facilitating the achievement of company objectives, safeguarding resources, ensuring compliance with applicable laws and regulations, preparing financial statements and data reliable, truthful and correct economic-financial.
For this purpose, Store Builder Srl has created and developed over time a set of tools, procedures and mechanisms suitable for managing the operation and monitoring of the organization.
Well aware that the internal control system is an element that characterizes good company management, Store Builder Srl is committed to working to ensure that staff sensitivity to the need for control can be increased at all organizational levels.
At the same time, all Company Representatives must feel responsible for updating and managing an effective internal control system. For this reason, the management must not limit itself to participating in the control system within the scope of their competences, but must undertake to share its values ​​and tools with each collaborator or colleague.
Everyone must feel responsible for safeguarding the Company’s assets (whether tangible or intangible) and for their proper use. It is forbidden to misuse or damage the Company’s assets and resources and to allow others to do so.

Corruption and bribery

Store Builder Srl undertakes to implement all the necessary measures to prevent and avoid corruption and extortion.
It is not allowed that sums of money are paid, other forms of corruption exercised in order to procure direct or indirect benefits to the Company itself. It is forbidden to accept gifts or favors from third parties that go beyond the normal rules of hospitality and courtesy.
This applies both in the event that a Company Representative pursues an interest other than the corporate mission or personally takes advantage of business opportunities.

Diversity and equal opportunities

Store Builder Srl recognizes a fundamental value in the diversity of cultures and talents and wants to attract and grow people with leadership skills, a passion for technological systems and intellectual curiosity.
Store Builder Srl avoids all forms of discrimination in all decisions that affect relations with its stakeholders.

Diligence and fairness in the management of contracts

Contracts and work assignments must be carried out in accordance with what is consciously established by the parties. For a correct management of contractual relationships, Store Builder Srl undertakes not to exploit dominant positions with respect to its counterparties and to guarantee a wide and exhaustive information to all employees and collaborators involved in the activities envisaged by the stipulated contracts.

3.3 THIRD RECIPIENTS

In addition to the members of the corporate bodies and personnel, this Code of Ethics and the 231/01 Model also apply to third party recipients, intending to refer to subjects external to the body who operate, directly or indirectly for Store Builder Srl (by way of example : teachers, consultants and suppliers, business partners, etc.).
Third Party Recipients are therefore obliged to comply with the provisions contained in Model 231/01 and in this Code of Ethics and in particular, within the limits of their competences and responsibilities, the ethical principles of reference and the rules of conduct of the Personnel.

In the absence of an express commitment to comply with the rules and contents of Model 231/01 and the Code of Ethics, Store Builder Srl will not conclude and / or continue any relationship with the third recipient.
To this end, specific clauses aimed at confirming the obligation of the Third Party to comply with the Code of Ethics, as well as to provide, in the case of explicit violations of Model 231/01, a warning, or the application of penalties or the termination of the contract, subject to request for damages.

INTERNAL CONTROL SYSTEM

 4. INTERNAL CONTROL SYSTEM

4.1 INTERNAL CONTROL SYSTEM

It is the aim of Store Builder Srl to spread at all levels a culture characterized by the awareness of the existence of controls and the assumption of a mentality oriented to the exercise of control.

By internal controls we mean all the tools necessary or useful to direct, manage and verify the activities of the company with the aim of ensuring compliance with laws and procedures, protecting the assets of the Entity, the health and safety of people , efficiently manage operations and provide accurate and complete accounting and financial data.

The internal control system as a whole must reasonably allow:

– compliance with applicable laws, company procedures and the Code of Ethics;

– compliance with the strategies and policies of the Entity;

– the protection of the Entity’s assets, both tangible and intangible;

– the effectiveness and efficiency of management;

– the reliability of internal and external financial, accounting and management information.

The responsibility for creating an effective internal control system is common to every level of the organizational structure; consequently, all personnel, within the scope of the functions performed, are responsible for the definition and correct functioning of the control system.

A Supervisory Body has been set up to carry out the following tasks regarding the implementation of the Code of Ethics:

– monitor the application of the Code of Ethics by the subjects

– interested, through the application of specific internal audit plans and accepting any reports provided by internal and external stakeholders;

– transmit to the company management and administrative bodies the request for the application of any sanctions, for violations of this Code of Ethics;

– periodically report to the Board of Directors on the results of the activity carried out, reporting any significant violations of the Code of Ethics;

– express opinions on the revision of the most relevant policies and procedures, in order to ensure consistency with the Code of Ethics;

– provide, where necessary, to the proposal for periodic revision of the Code of Ethics.

The task of supervising compliance with the Code of Conduct is entrusted to the Supervisory and Control Body, a body institutionally responsible for monitoring the operation and compliance with the Organization and Management Model adopted by Store Builder Srl pursuant to Legislative Decree 231/2001 and subsequent amendments, and endowed with autonomous powers of initiative and control.

The Body operates with impartiality, authority, continuity, professionalism, autonomy and to this end:

a) is free to access all Store Builder Srl information sources;

b) has the right to view documents and consult data;

c) suggests any updates to the Code of Conduct, also on the basis of the reports provided by employees;

d) can carry out checks, including periodic ones, on compliance with the Code of Conduct.

The Body operates with wide discretion and given the size of Store Builder Srl, it coincides with the Management Body and finds support in the Administrative Body, with which it collaborates in absolute independence.

4.2 COMUNICATION AND FORMATION

The Code of Ethics is brought to the attention of all internal and external interested parties through specific communication activities.

In order to ensure the correct understanding of the Code of Ethics, the Human Resources Department prepares and implements, also on the basis of any indications from the Supervisory Body, a periodic communication, training and information plan aimed at promoting knowledge of the principles and ethical rules contained in the Code. Training initiatives can be differentiated according to the role and responsibility of the staff and collaborators.

Reporting of interested parties

Store Builder Srl establishes communication channels through which interested parties can address their reports regarding the Code of Ethics or any violations thereof directly to the Supervisory Body.

All interested parties can report, in writing and in non-anonymous form, on paper or through the dedicated email address, any violation or suspected violation of the Code of Ethics to the Supervisory Body, which analyzes the report, possibly listening to the author and the person responsible for the alleged violation. The Supervisory Body acts in such a way as to guarantee the whistleblowers against any type of retaliation, understood as an act that may give rise to even the only suspicion of being a form of discrimination or penalization. The confidentiality of the identity of the reporting party is also ensured, without prejudice to legal obligations.

4.3 VIOLATION OF THE CODE OF ETHICS

In the event of an ascertained violation of the Code of Ethics, the Supervisory Body reports the report and requests the application of any sanctions deemed necessary by the Management, and in the most significant cases, by the Board of Directors. In the event that such violations concern one or more members of the Board of Directors, the Supervisory Body will report the reports and the disciplinary sanction proposal for knowledge to the Board of Directors, as a collegiate body, and to the Board of Statutory Auditors, for the ‘eventual convocation of the Shareholders’ Meeting.

The competent functions, activated by the aforementioned bodies, approve the measures, including sanctions, to be adopted in accordance with the regulations in force, ensure their implementation and report the outcome to the Supervisory Body.

If the sanction proposed by the Supervisory Body is not imposed, the Management and / or the Board of Directors / Board of Statutory Auditors must give adequate reasons.

PENALTY SYSTEM

5. PENALTY SYSTEM

Compliance with the Code of Conduct

Compliance with the rules of the Code of Conduct must be considered an essential part of the contractual obligations of employees pursuant to and for the purposes of art. 2104 of the Civil Code. It must also be considered an essential part of the contractual obligations also assumed by non-subordinate collaborators and / or subjects having business relationships with Store Builder Srl.

In compliance with civil, criminal and administrative regulations, the ascertained violation of this code may constitute grounds for determining disciplinary sanctions by the competent bodies.

Referral

With regard to the disciplinary and disciplinary system – containing (compatibly with Law no.300 / 1970 and with the CCNL applied to employees and managers) the procedures for ascertaining violations of the Code of Ethics and the Organizational Model by the subjects required to their observance as well as the related sanctions – please refer to the corresponding paragraph of the current “Organization, management and control model pursuant to Legislative Decree 231/2001 “approved by the Administrative Body of Store Builder Srl during the meeting of the Board of Directors on 01/17/2014.

5.1 GUIDELINES OF THE PENALTY SYSTEM

The violation of the principles established in the Code of Ethics and in the procedures provided for by the internal protocols referred to in Model 231/01, compromises the trust relationship between the Entity and its directors, shareholders, employees, consultants, collaborators in various capacities, suppliers, partners commercial and financial.

Such violations will therefore be pursued by the Entity incisively, promptly and immediately, through the disciplinary measures provided for in Model 231/01, in an adequate and proportional manner, regardless of the possible criminal relevance of such behaviors and the establishment of a criminal proceeding in the cases in which they constitute a crime.

The effects of the violation of the Code of Ethics and of the internal protocols referred to in Model 231/01 must be taken into serious consideration by all those who in any capacity have relations with Store Builder Srl, for this purpose the Entity shall disseminate the Code of Ethics , the internal protocols and to inform about the sanctions envisaged in the event of violation and the methods and procedures for their application.

The application of the sanctioning system presupposes the simple violation of the provisions contained in the Organizational Model and in this Code of Ethics and therefore regardless of the conduct and outcome of any criminal proceedings initiated by the judicial authority against the Entity (if the conduct to be censored also includes a case of relevant crime pursuant to Legislative Decree 231/2001). Compliance with the provisions and rules of conduct provided for by the Organizational Model and this Code of Ethics constitutes fulfillment by the Store Builder Srl staff of the obligations provided for by art. 2104, paragraph 2, of the civil code.

In carrying out company activities, the following constitutes a violation of Model 231/01 (by way of example):

the implementation of actions or behaviors that do not comply with the provisions of Model 231/01, and with the laws referred to by it (for example: violations in the context of sensitive processes / activities identified in the Special Part of Model 231/01);
the omission of actions or behaviors provided for by Model 231/01;
the implementation of actions or behaviors that do not comply with the principles referred to in the Code of Ethics;
the omission of actions or behaviors prescribed by the Code of Ethics;
the implementation, in general, of actions or behaviors contrary to both national and international laws and regulations (for example in the field of safety and health in the workplace).

5.2 THE SANCTIONS

Sanctions against directors

In the event of a violation of the Model by the Entity’s Directors, the Supervisory Body will inform the entire Board of Directors which will take the appropriate steps required by current legislation.

In the event that the indictment of Directors, alleged perpetrators of the crime from which the administrative liability of the Entity derives, is ordered, the Shareholders’ Meeting will be convened to resolve on the appropriateness of revocation of the mandate.

The Supervisory Body must be kept duly updated regarding the application of any sanctions issued.

Sanctions against statutory auditors or auditors

Upon news of a violation of Model 231/01 or of the Code of Ethics by one or more members of the Board of Statutory Auditors, if appointed, or Auditor, the Supervisory Body must inform all the Statutory Auditors and the Board of Directors of the news of a violation of the Code of Ethics committed by one or more auditors. The Board of Statutory Auditors, also carrying out independent investigations and having heard the Board of Directors, will proceed with the appropriate measures.

The Supervisory Body must be kept duly updated regarding the application of any sanctions issued.

Sanctions against managers

In the event of a violation by managers of the internal procedures provided for by this Model, or of the adoption, in carrying out activities in the areas at risk, of a behavior that does not comply with the provisions of the Model, the more suitable measures in compliance with the provisions of the relevant National Collective Agreements.

The Supervisory Body must be kept duly updated regarding the application of any sanctions issued.

The competence to take the most suitable measures mentioned above towards managers is the Chief Executive Officer or, for more serious cases, the Board of Directors.

The Supervisory Body must be kept duly updated regarding the application of any sanctions issued.

Sanctions against employees

Upon notice of a violation of the 231/01 Model or the Code of Ethics by an employee, a disciplinary procedure must be initiated aimed at ascertaining this offense.

Employees are subject to the sanctions provided for by the disciplinary system, by law (Article 7 of the Workers’ Statute) and by collective agreements. In particular, in the event that there is a violation of Model 231/01, detected by the Supervisory Body, the procedure for ascertaining the shortcomings and deviations established by the National Collective Labor Agreement for Commerce is initiated by the Human Resources Manager.

The disciplinary sanctions provided for by the CCNL National Collective Labor Agreement applied are listed in the attachment:verbal warning
-written warning
-fine not exceeding three hours of hourly wages
-suspension from work and pay for up to three days
-dismissal for misconduct (pursuant to its own regulatory provisions).

The Human Resources manager is responsible for managing the entire formal and communication process relating to the imposition of sanctions pursuant to this Model 231/01. The same Human Resources manager will then have to report to the Supervisory Body regarding the imposition of the disciplinary sanctions issued. The type and extent of each sanction provided will be applied, in individual cases, taking into account the following elements:

intentionality of illegal or incorrect behavior;
degree of negligence, imprudence or inexperience with regard to the predictability of the event;
overall conduct of the employee (for example: any precedents), or the existence of extenuating circumstances (as well as aggravating circumstances), taking due account of professionalism and his / her working history;
the role and task assigned to the employee;
level of responsibility / hierarchical, functional and / or technical position;
any hypothesis of sharing responsibility with other collaborators who have contributed to the faulty behavior.
Sanctions against external collaborators and third parties

Towards agents or any other third party collaborator, consultants and other third parties (Third party recipients), who are responsible for the violation of the lines of conduct indicated in the Model 231/01 and Code of Ethics, such as to entail the risk of commission of a offense sanctioned by Decree 231/01, it will be possible to determine, according to the provisions of the Code of Ethics, the reference to rigorous compliance with the provisions of Model 231/01, the termination of the contractual relationship for just cause, without prejudice to any request for compensation if concrete damage to the Entity derives from this behavior, as in the case of application by the judge of the sanctions provided for in Decree 231.

To this end, it is advisable to include specific clauses in the contracts that acknowledge the knowledge of Decree 231/01, and that govern the consequences in case of violation of the provisions referred to in the clause (in particular in the case of activities entrusted to third parties in “Outsourcing”, as in this case the performance of the tasks of the Entity is outsourced).

It is up to the Supervisory Body to assess the suitability of the measures adopted by the Entity towards collaborators, consultants and third parties and to suggest to the Management any updating of contractual obligations.

Procedure for the imposition of sanctions

Once it receives a report of any violations of Model 231/01, which does not involve the Management, the Supervisory Body informs the latter that it will immediately activate the related disciplinary procedure. In the event that, following the verifications and verifications, the violation of Model 231/01 is actually found, the author / s will be inflicted by the Management, the Board of Directors or the Head of Human Resources the sanctions provided for .

If the violations of the aforementioned Models are attributable to the Management, the Supervisory Body will inform the Board of Directors and the Board of Statutory Auditors to take appropriate measures.

In order to allow monitoring of the application of disciplinary sanctions to employees, the Management notifies the Supervisory Body of the application of these sanctions. A similar communication is made if the violation is committed by the members of the Board of Directors and the Board of Statutory Auditors.

ANNEX DISCIPLINARY MISURES

ANNEX DISCIPLINARY MEASURES

 
Disciplinary Measure

Disciplinary Offence

Verbal or written reprimand

This is incurred by the worker who commits minor violations, such as, for example: failure to comply with the prescribed procedures the unjustified omission of the controls provided for in the areas identified as sensitive failure to transmit relevant information to the Supervisory Body the adoption of a behavior not compliant with what is prescribed.

Fine

The recidivist worker incurs in relation to the occurrence of one of the following circumstances: the worker, in the previous two years, has been repeatedly challenged, with verbal or written reprimand, the same violations, albeit minor, the worker has put in place, in the carrying out the activity in the areas considered sensitive, repeated conduct that does not comply with the provisions of the 231/01 Model, even before the same are ascertained and contested.

Suspension from service and from wage

This is incurred by the worker who, in violating the internal procedures provided for by Model 231/01 or by adopting, in carrying out activities in sensitive areas, a behavior that does not comply with the provisions of Model 231/01, or by carrying out acts contrary to the interest of the Entity, causes damage to the Entity itself or exposes it to an objective situation of danger to the integrity of the company’s assets.

Transfer for penalty

This is incurred by the worker who, working in sensitive areas, adopts behaviors that are strongly different from what is established in the protocols of Model 231/01, or serious behaviors already censored previously or, again, actions univocally directed at the commission of a crime contemplated in the Decree .

Dismissal with indemnity in lieu of notice

This is incurred by the worker who, working in sensitive areas, adopts behaviors that are strongly different from what is established in the protocols of Model 231/01, or serious behaviors already censored previously or, again, actions univocally directed at the commission of an offense contemplated in the decree.

Dismissal without notice

This is incurred by the worker who adopts, in carrying out the activity in areas at risk, a conduct clearly in violation of the provisions of Model 231/01 or of the law, such as to determine, potentially or in fact, the application of the measures provided for by the Decree , With consequent serious damage to property and image for the organization itself.