Ethical code

1 – Premises

Intergea Group S.p.A. (hereinafter, the “Group”) is guided by the principles of respect for the law and for the regulations of the countries in which it operates, within a framework of legality, fairness, transparency, confidentiality and respect for human dignity.
The Group also aims to reconcile the pursuit of competitiveness on the market with respect for professional correctness and to promote, in a context of social responsibility and environmental protection, the correct and responsible use of resources.
The objectives of growth, as well as the strengthening of the ability to create value, are pursued by ensuring that the structures and processes have adequate standards of decision-making and operational safety, which are essential for the development of new business, the efficiency of the mechanisms for selecting and managing business, and the quality of the systems for managing and measuring risks.
The ethical principles set out in this Code of Ethics are an essential element of the Group’s preventive control system.

2 – Target

The purpose of this Code of Ethics is to define and formalize the ethical values in which the Group is recognised, so that these values constitute the basic element of the corporate culture, as well as the standard of conduct for anyone working in the interest or to the advantage of the Group itself in the conduct of its activities and business affairs.
The Code of Ethics and the Principles set out therein indicate for anyone operating in the interest or to the advantage of the Group the behaviours to be adopted and those which are prohibited; in this sense the Code of Ethics and the Principles set out therein also have the value of reference and closing rules, where an activity, an act or an operation is not governed by procedures, work instructions or other preventive protocols; the Addressees must adopt behaviours in compliance with the four Principles.

3 – Structure of the code of ethics and scope of application

The Code of Ethics (hereinafter the “Code”) consists of the following parts:

• the Ethical Principles;
• the declination of the Principles of Ethics towards the company’s stakeholders;
• the declination of the Principles of Ethics towards third parties;
• compliance with the Ethical Principles.

This Code contains a set of rights, duties and responsibilities of the Group towards “stakeholders” (employees, suppliers, customers, partners, Public Administration, shareholders, etc.).

The Code of Ethics must be observed by:

• the Corporate Bodies, which must make all decisions and actions conform to the Code, spread knowledge of it and encourage its sharing by the Personnel and third parties who operate in the interest or to the advantage of the Group;
• moreover, they must constitute, through their own behaviour, a reference model for all Addressees;
• Employees, who are required to act in compliance with the Code and to report any breaches to the Supervisory Body;
• Suppliers of goods and services, who must be duly informed of the rules of conduct contained in the Code and conform their conduct throughout their contractual relationship with the Group.

The subjects required to comply with the Code are defined as “Addressees” (corporate bodies, employees, suppliers).

4 – General Ethical Principles

 4.1 – Legality

Recipients are required to comply with the laws and, in general, the regulations in force in the countries in which they operate. Recipients are also required to comply with company regulations, as they are the implementation of regulatory obligations.
Recipients must be aware of the laws and consequent conduct.
The Group provides training programs and continuous awareness actions on issues related to legality and the Code of Ethics.

4.2 – Correctness

Recipients are required to comply with the ethical, expert and professional rules applicable to the activities carried out in the interest or to the advantage of the Group. Recipients are also required to comply with company regulations, insofar as they implement ethical, expert or professional obligations and formalise the conduct expected of the Group.

4.3 – Privacy

Recipients shall ensure the confidentiality of the information they become aware of during the activities carried out in the interest or to the advantage of the Group.
Recipients are required to process company data and information exclusively within the scope of and for the purposes of their work and professional activities, to protect data and information in compliance with the law and company regulations and not to disclose (communicate, disseminate or publish in any way) information without the written consent of the Group.

4.4 – Respect for the person

Recipients ensure respect for the person, recognizing the value of life, health and human dignity.
Recipients treat every person equally, avoiding any form of discrimination, in particular for reasons of religion, sex, age, sexual preference, racial or ethnic origin.

5 – The declination of ethical principles towards corporate stakeholders

5.1 – Stakeholder relations

The Group promotes transparency and regular information to its stakeholders, in compliance with the laws and regulations in force.
The interests of all stakeholders are promoted and protected by rejecting any particular or partisan interest.
The Group promotes a correct and constant information to the stakeholders about any action or choice that could have effects or consequences on their interests in the Group.
The Group promotes the utmost confidentiality of information concerning extraordinary operations.
The Recipients involved shall keep such information confidential and not misuse it.

5.2 – Corporate accounting transparency

The Group promotes the utmost transparency, reliability and integrity of the information concerning the company’s accounts.
Every operation and transaction must be properly recorded, authorized, verifiable, legitimate, consistent and appropriate.
All the actions and operations of the Group must be adequately recorded and it must be possible to verify the process of decision, authorization and execution.
For each operation there must be adequate documentary support in order to be able to carry out, at any time, controls that attest to the characteristics and reasons for the operation and identify who authorized, carried out, recorded and verified the operation itself.

5.3 – Staff Selection and Recruitment

Recipients shall promote respect for the principles of equality and equal opportunities in personnel selection and recruitment activities, refusing any form of favoritism.

5.4 – Formalization of the employment relationship

Employment relationships are formalized with a regular contract, refusing any form of irregular work, also with reference to the permanence of foreign citizens in the territory of the State.
The Recipients shall promote the utmost cooperation and transparency towards the newly hired employee, so that the latter is clearly aware of the task assigned to him/her.

5.5 – Safety, safeguarding, health and working conditions

The Group promotes working conditions that protect the psycho-physical integrity of people, providing workplaces that comply with current health and safety regulations.
The Group expresses and makes known, through the Safety Policy document, the fundamental principles and criteria on the basis of which decisions are taken, of all types and at all levels, regarding health and safety at work.

These principles and criteria can be identified as follows:

1. 1. avoid risks;
   2. evaluate risks that cannot be avoided;
   3. combat risks at source;
   4. adapt work to man, particularly as regards the design of workplaces and the choice of work equipment and methods of work and production, in particular to mitigate monotonous and repetitive work and to reduce the effects of such work on health;
   5. to take account of the degree of technical evolution;
   6. replace what is dangerous with what is not dangerous or is less dangerous;
   7. planning prevention, aiming at a coherent whole that integrates in the same technique, work organization, working conditions, social relations and the influence of factors in the work environment
   8. impart appropriate instructions to workers;
   9. give priority to collective protection measures over individual protection measures

These principles are used by the Group – and by those who manage hygiene and safety in the workplace – to take the necessary measures to protect the safety and health of workers, including the prevention of occupational risks, information and training, as well as the provision of the necessary organization and means.
All Recipients must adhere to these principles, particularly when decisions or choices have to be made and, subsequently, when they have to be implemented.

5.6 – Environmental Protection

Gruppo Intergea S.p.A. recognizes environmental protection as a primary value in the management of its business, from the management of daily activities to strategic decisions. Investment and business decisions are informed by respect for the environment and for the regulations protecting it.
Recipients are asked to actively cooperate in environmental management and in the continuous improvement of environmental protection, in line with the Group’s policy.

5.7 – Professional growth

The Group promotes the professional growth of its employees through appropriate training tools and plans.

6 – The declination of ethical principles towards third parties

6.1 – Standards of conduct towards customers

The Recipients act by guaranteeing professionalism and quality of work, also ensuring the confidentiality of information concerning customers.
When carrying out services, the legality of the solutions proposed must always be guaranteed.
Any form of discrimination against customers is prohibited.
The Recipients promote the continuous improvement of the quality of services offered to customers.

6.2 – Conduct with suppliers

The processes of selection and choice of suppliers are based on principles of legality, fairness and transparency.
The choice of supplier is based on objective and impartial criteria in terms of quality, level of innovation, cost, additional services compared to the services/products offered.
The violation of the principles of legality, fairness, confidentiality are just cause for termination of relations with suppliers.

6.3 – Criteria for conduct towards the Public Administration and Public Institutions

In relations with the Public Administration and Public Institutions, Recipients shall promote lawful and correct relations within the scope of maximum transparency and refuse any form of promise or offer of payments or goods to promote or favour any interest or advantage.

Recipients are not allowed to offer money or gifts to managers, officials or employees of the Public Administration and Public Institutions, or to their relatives, unless they are gifts or utilities of modest value.
When any business negotiation, request or relationship with the Public Administration and Public Institutions is underway, Recipients must not try to improperly influence the decisions of the counterparty, including those of officials who negotiate or make decisions on behalf of the Public Administration and Public Institutions.
In the specific case of carrying out a tender, they must operate in compliance with the laws in force and correct business practice.

6.4 – Criteria for conduct towards political parties and trade union organizations

The Group is completely unrelated to any political party or trade union organization.
In this sense, the Group does not financially support in any way such forms of organization or association and does not support events, manifestations, congresses with political or trade union propaganda purposes.

7 – Respect for ethical principles

7.1 – Corporate Bodies

The observance of the Code of Ethics by the Board of Directors integrates and makes explicit the obligations of loyalty, fairness and confidentiality in the execution of the mandate and is demanded by the Group.
The violation of the rules of the Code of Ethics therefore constitutes a breach of the obligations arising from the relationship of organic representation, with the consequent application of the sanctions provided for by law.

7.2 – Employees

The observance of the Code of Ethics by employees integrates and expresses the obligations of loyalty, fairness and confidentiality in the execution of the employment contract in good faith and is also demanded by the Group pursuant to and for the purposes of article 2104 of the Civil Code.

7.3 – Third Parties

The observance of the Code of Ethics by the suppliers integrates the obligations of fulfilling the duties of diligence and good faith in the negotiations and in the execution of the contracts existing with the Group.
Violation of the rules of the Code of Ethics and of the Protocols referred to in the contract may constitute, depending on the seriousness of the offence, just cause for revocation or termination of contracts with all the legal consequences, including compensation for damages.