Code of ethics

APPROVED BY THE BOARD OF DIRECTORS ON 19th JULY 2016

1 INTRODUCTION
2 PRINCIPLES OF THE CODE OF ETHICS
2.1 GENERAL PRINCIPLES
2.2 PRINCIPLE OF LAWFULNESS 
2.3 RELATIONS WITH PUBLIC ADMINISTRATION 
2.4 ORGANIZATION 
2.5 CORRECT ADMINISTRATION  
2.6 HUMAN RIGHTS AND LABOUR RIGHTS  
2.7 SAFETY AND ENVIRONMENT (SUSTAINABILITY)
2.8 TRANSPARENCY TOWARDS THE MARKET  
2.9 FIGHT AGAINST TERRORISM AND ORGANIZED CRIME
2.10 CONDUCT FOR WHEN THE COMPANY IS IN CHARGE OF PUBLIC SERVICES  
3 REACTIONS TO VIOLATIONS OF THE CODE OF ETHICS  
4 TERMS OF APPROVAL OF THE CODE OF ETHICS

1 INTRODUCTION
The company KTC S.p.A. is aware that non-ethical behaviour in the conduct of business jeopardizes the reputation of the Company and hinders the pursuit of its mission, identified in the continuity and safety of work of its associates, employees and collaborators, in the satisfaction of Customers and of all legitimate stakeholders, in a market in which principles of capacity, legitimacy, and correctness are prevailing.
The present Code of Ethics, approved by the Board of Directors, expresses the obligations and the ethical responsibilities to which the behavior of administrators, associates, managers, and of all employees and collaborators of the company, are bound.

2 PRINCIPLES OF THE CODE OF ETHICS
2.1 GENERAL PRINCIPLES
1. The Company’s activity is informed by the principles contained in the present Code and it intends not to establish or continue relations with anyone who proves not to share its content and spirit or that violates the principles and rules of conduct.
2. The Company’s Directors, associates, managers, employees and all collaborators are accountable for the present Code of Ethics and its updates, which will be given maximum circulation to all employees and all subjects correlated with the Company.

2.2 PRINCIPLE OF LAWFULNESS 
4. The Company has as a fundamental principle the compliance with laws and regulations applicable in all of the Countries in which it operates. All activities must, therefore, be inspired by and carried out in compliance with legislation and with all applicable regulations, as well as with the principles and procedures foreordained to this purpose.
5. The Company expects from its associates, administrators, managers and employees in general and by anyone who carries out, for any reason, functions of representation, even de facto, compliance with legislation and with all applicable regulations, as well as with the principles and procedures foreordained to this purpose.
6. The Company undertakes to applying useful and appropriate measures so that the obligation of compliance with legislation and with all applicable regulations as well as with the principles and procedures foreordained to this purpose, is followed and carried out by associates, administrators, managers, and employees, as well as consultants, suppliers, clients, and any other person with whom it has relationships.
7. The Company may contribute to funding political parties, committees, organizations or political candidates, provided that this occurs in full compliance with applicable laws and regulations.

2.3 RELATIONS WITH PUBLIC ADMINISTRATION
8. The Company’s organs and their members, associates, employees, consultants and collaborators, attorneys and in general third parties that act on behalf of the Company in relations with the Public Administration of Italy, of the EU or of Third party Countries, inform and adapt their conduct with the aim of not leading the Public Administration to the violation of the principles of impartiality and good trend to which it is bound.
Contacts with Public Administration of Italy, of the EU and/or of third party Countries, are limited to those who are specifically and formally appointed by the Company to deal with or have contacts with the aforementioned administrations, public officials, authorities, organizations and/or institutions.
9. The Company condemns any behaviour consisting in promising or offering directly or indirectly money or other benefits to Public Officials and/or Representatives of the Public Service of Italy, of the EU and/or of third party Countries, from which may follow for the Company an undue or illicit interest or advantage, brought about by anyone.
10. The persons appointed by the Company to follow any business negotiation, request or relationship with the Public Administration of Italy, of the EU and/or of third party Countries, can for no reason bring about behaviour aimed at influencing unlawfully the decisions of Public Officials or Representatives of Public Service that make decisions on behalf of the Public Administration of Italy, of the EU and/or of third party Countries, with the aim of making the Company obtain an undue or illicit profit or advantage.
11. It is prohibited to allocate contributions, subsidies or loans even of modest value and/or amount obtained from the State or any other Public Authority or from the European Community for purposes other than the ones for which they have been granted.
12. The Company condemns any behaviour aimed at obtaining from the State, from the European Community or any other public authority, any type of contribution, funding or easy terms loan or other supply of the same type, by means of declarations and/or altered or forged documents, through omitted information or, more generically, through artifices or fraud, including those made by means of an IT or online system, aimed at misleading the subsidising body.
13. The Company will not be able to be represented in relationships with the Public Administration of Italy, of the EU and/or of third party Countries, by third parties when, according to available information, it may amount to a conflict of interests.

 

2.4 ORGANIZATION

14. Every operation and/or transaction, intended in the broadest sense of the word, must be legitimate, authorized, coherent, congruous, documented, registered and verifiable in any moment. 15. Associates, employees, and persons who make any purchase of goods and/or services, including external advice, on behalf of the Company, must act in compliance with principles of correctness, cost-effectiveness, quality and lawfulness with the diligence of the prudent-man-rule. 16. The evaluation of the staff to be employed is carried out on the basis of the correspondence of candidates’ profiles and their specific competencies in relation with what is expected from them and with the company’s needs, as they result from the request proposed by the requiring function in compliance with equal opportunities for all relevant stakeholders. Required information is strictly connected with the verification of the aspects provided for by the professional and psychological aptitude profile, with respect for the privacy and opinions of the candidate. 17. The Company engages in making so that annually stated objectives, in its business organization, both general and individual of associates, managers and employees or collaborators that operate for the Company, are focused on results that are possible, specific, concrete, measurable and corresponding to the time planned for its achievement. 18. Every company role is responsible for the truthfulness, authenticity, and originality of the documentation and information given while carrying out one’s activities.

 

2.5 CORRECT ADMINISTRATION
19. The Company pursues its business objective in compliance with the law, the Statute, and social regulations, ensuring the correct functioning of social bodies and the safeguard of proprietary and participatory rights of associates, by safeguarding the integrity of the share capital and of the estate.
20. The Company condemns any behavior, put in place by anyone, aimed at altering the correctness and truthfulness of data and information contained in financial statements, in reports or in other social communication provided for by law addressed to associates and to the public.
21. The Company requires Administrators, associates, managers, and employees, to keep a correct and transparent conduct in carrying out their functions, above all in relation to any request proposed by the Board of Directors, of the social bodies or of the eventual firm of auditors in the practice of their respective institutional functions.
22. It is forbidden to put in place any voluntary behavior on behalf of the Directors of the Company aimed at causing any damage to the integrity of the company’s assets.
23. The Directors are obliged not to carry out any type of company transaction likely to cause damage to creditors.
24. It is forbidden to carry out any act, simulated or fraudulent, aimed at influencing the will of the members of the partners meeting in order to obtain the irregular formation of a majority and/or a decision different to the one which would have been made.
25. It is forbidden to intentionally broadcast false information, regarding the Company itself, its associates, employees, collaborators and third parties that operate on its behalf, with full awareness and knowledge of its falseness.
26. The Company organs, their members, associates, and employees, on the occasion of audits and inspections by competent public Authorities, must maintain an attitude of total willingness and collaboration without hampering in any way the functions of the inspection and supervisory bodies.

2.6 HUMAN RIGHTS AND LABOUR RIGHTS
27. The Company condemns any behavior harmful for individual personality, for the physical, cultural, and moral integrity of the people it engages with and it undertakes to fight any behavior of this kind, including the use of undeclared work.
28. The Company condemns child labor and therefore it undertakes not to employ or support such forms of work.
29. The Company condemns the use of “forced labor” and therefore it undertakes not to employ or support such forms of work.
30. The Company undertakes to ensure a safe and healthy workplace.
31. The Company undertakes to respect the workers’ right to belong to a trade union
32. The Company undertakes not to make any type of discrimination
33. The Company undertakes not to employ or support practices such as physical punishment, physical and mental duress, verbal abuse.
34. The Company undertakes to comply with the working time provided for by the law and by national and local agreements.
35. . The Company undertakes to pay employees complying with the national collective contract of employment and the integration company contract.
36. The Company undertakes to respect the privacy of employees and collaborators, by adopting procedures of handling and storing personal and sensitive data that comply with current legislation and guarantee effectiveness.

2.7 SAFETY AND ENVIRONMENT (SUSTAINABILITY)  
37. The Company undertakes to satisfy legitimate expectations of all of its stakeholders, with whom it intends to foster communication aimed at the best understanding of their needs.
38. The Company undertakes to safeguard the environment, having as a goal the continuous improvement of its environmental performances.
For this purpose, the commitments include:
- respect of national and Community legislation and regulations in the environmental field
- prevention of environmental pollution
- Awareness of associates, employees, and of collaborators about environmental issues
39. The Company undertakes to foster safety and health at work, having as its goal the continuous improvement of its performance concerning safety issues.
For this purpose, commitments include:
- respect of national and community legislation and regulations concerning safety and health at work
- outreach and training of associates, employees, and collaborators so that, in the pursuit of activities, they guarantee in every case respect of national and community legislation and regulations concerning safety and health at work and that they adopt the adequate measure in order to reduce to a minimum risk connected with such activities.

In particular the Company, in making its decisions at any operational level, makes reference to its fundamental principles derived from the EU directive n° 89/391 concerning safety and health at work, thus identified:
a) avoiding risks;
b) evaluating risks that cannot be avoided;
c) combating risks at the source;
d) adjusting work to the individual, particularly for what concerns the conception of the workplace and choice of work equipment and work and production methods;
e) taking into account the degree of technological evolution;
f) substituting what is dangerous with what is less dangerous;
g) scheduling prevention, aiming at a coherent complex that integrates into the same technique, work organization, work conditions, social relations and the influence of work environment factors;
h) giving priority to collective protection measures compared to individual protection measures;
i) giving adequate instructions to workers.

2.8 TRANSPARENCY TOWARDS THE MARKET
40. The Company competes loyally on the market respecting competition rules.
41. The Company, its Directors, associates, and employees must, in the face of a legitimate request, provide complete, correct, adequate and timely information both outside and within the Company, possibly using the written form.
42. The members of the Board of Directors, the Administrators, the associates, the managers and in general employees and collaborators, that, on the basis of their role, have access to information unavailable to the public and capable of influencing the value of listed financial instruments (price sensitive information), must not take advantage of this information in their own interest and they must not foster episodes of insider trading (abuse of privileged information and/or manipulation of the market by spreading without reason this information inside or outside of the Company).

2.9 FIGHT AGAINST TERRORISM AND ORGANIZED CRIME  
43. The Company condemns any activity that implies falsification, counterfeiting, alteration and/or spending of money, public credit cards and stamp values. For this purpose, its Administrators, associates, employees, and collaborators are obliged to respect and apply Italian and Community legislation, and to monitor and prevent even the possession and use or spending in good faith, with the invitation to report to the Competent Authority every situation that may be connected to crimes of this type.
44. The Company condemns any activity that implies money-laundering (meaning the acceptance or handling) of earnings from criminal activities in any form or way. For this purpose Administrators, associates, employees, and collaborators are obliged to respect and apply Italian and community anti-money-laundering laws, and are invited to report to the Competent Authority any situation that could constitute a crime of this kind.
45. The Company believes deeply in the values of democracy and it condemns any activity that may have purposes of terrorism or subversion of the democratic order. For this purpose, its Administrators, associates, employees, and collaborators are obliged to respect and apply Italian and Community anti-terrorism laws, and are invited to report to the Competent Authority any situation that could constitute a crime of this kind.

2.10 CONDUCT FOR WHEN THE COMPANY IS IN CHARGE OF PUBLIC SERVICES  
46. The administrative bodies of the Company and their members, associates, employees, collaborators, their prosecutors and in general third party subjects that act on behalf of the Company by carrying out a public role, inspire and adjust their conduct with the aim of respecting the principles of impartiality and best practice to which the Public Administration is subject.
47. The Company condemns any behavior, put in place by anyone on its behalf, consisting in asking and/or accepting directly or indirectly benefits, money or other utilities from third parties interested in the results of the public function carried out by its Administrators, associates, employees, collaborators, prosecutors and more in general by third parties that act on behalf of the Company
48. The persons appointed by the Company to carry out a public role on behalf of the Italian Public Administration, of the EU and/or on behalf of third party countries, can for no reason accept behavior aimed at influencing illegitimately the decisions falling within their remit.
49. The Company will not be able to entrust the conduct of a public role on behalf of the Italian Public Administration, of the EU or of third party countries, to its own personnel or to third party subjects when, on the basis of available information, this may constitute a conflict of interests.

3 REACTIONS TO VIOLATIONS OF THE CODE OF ETHICS  
Violations committed by directors, associates, managers, employees, and collaborators of the Company are subject to the disciplinary system provided for by the Model of crime prevention approved by the Board of Directors.

4 TERMS OF APPROVAL OF THE CODE OF ETHICS
In order to allow a more flexible adjustment of the document to situations that may be highlighted during the management of the Model of crime prevention ex DLgs 231/2001, or for guaranteeing a more timely adjustment to new needs deriving from legislative amendments to the DLgs 231/2001, the modification and approval procedure of the Code of Ethics of the Company is the following:
- the Supervisory Body periodically reviews the Code of Ethics, with particular reference to needs deriving from legislative amendments occurred, and it proposes eventual changes and integrations to the Code;
- The Board of Directors examines the proposals of the Supervisory Body and, in case it agrees with them, it approves the Code of Ethics as amended, which therefore becomes immediately operational for the Company;
- the model of Organization, Management, and Control, together with its attachments, is kept at the Managing Director’s Office, available for the Company Bodies and the people and bodies authorized to consult it.
- The controller copy of the Code of Ethics is kept at the Managing Director’s Office.

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