CODE OF INTEGRITY

Because we firmly believe that the preservation of our planet is a due act of deep civilization and that this, can only happen when we adopt alternative and concrete solutions. Each of us has a duty to act responsibly in this regard.

CODE ENFORCEMENT

The Code is valid for all employees, officers, managers of ETACARINAE S.R.L. Every aspect of the Code, which does not refer specifically to ETACARINAE S.R.L. employees, must be respected by suppliers, consultants, freelancers, collaborators, representatives, subcontractors and anyone acting on behalf of ETACARINAE S.R.L. or representing it.

UNDERSTAND THE CODE

It is the responsibility of every employee of ETACARINAE S.R.L., to read and understand the Code, and to commit to its principles. Employees are required to attend integrity training courses periodically organized by ETACARINAE S.R.L. Employees in a managerial role must in turn ensure that all other employees subordinate to them have been adequately trained, fully understand the Code, and are able to comply with it.

SEEK ASSISTANCE

ETACARINAE S.R.L. is committed to ensuring a culture in which issues of integrity and professional ethics can be raised and discussed openly. Assistance and support are available to employees in order to understand the Code and help them make the right choice when ethical dilemmas need to be addressed.

NO RETALIATION IN CASE OF A GOOD FAITH COMPLAINT

Employees are encouraged to openly denounce and report any concerns or suspicions of Code violations. ETACARINAE S.R.L. assures that no one will suffer retaliation or unpleasant consequences for seeking assistance or reporting a violation of the Code. Disciplinary action will be taken against retaliation perpetrated against employees who have reported a violation in good faith.

A CULTURE OF INTEGRITY

ETACARINAE S.R.L.’S PRINCIPLES OF INTEGRITY.

• TRUST: This is our most valuable asset, the foundation of our brand and reputation. Customers rely on our integrity, and trust must be nurtured and protected day by day.
• HONESTY AND TRANSPARENCY: In everything we do, we must be honest with ourselves, our clients and colleagues. Under no circumstances are lies, deception or dishonesty justified.
• RESPONSIBILITY: Every action or omission we make has consequences. We acknowledge the consequences of our choices and do not place the responsibility for our actions on others.
• PRINCIPLES: We believe in ethical, fair conduct and respect for others. Our decisions will be guided by adherence to the principles and standards of impartial behavior, and not by arbitrary choices or personal preferences.

ASK YOURSELF THE RIGHT QUESTIONS

• Do I suspect that a particular course of action may be illegal or unethical?
• What reaction would you get if this decision were published in a newspaper or if you told family or friends about it?
• Does the suggested course of action involve lying or being disingenuous?
• Could the suggested course of action endanger personal safety or the health of others?
• Could the suggested course of action harm ETACARINAE S.R.L. or its reputation?
• Does such a transaction have a legitimate business purpose?

Should the course of action in question fail in any of these questions, you should seek advice and reconsider your decision.

NO TOLERANCE FOR VIOLATIONS

Any failure to comply with the Code, however slight, may damage the reputation and brand ETACARINAE S.R.L., and is not tolerated.

Violations of the Code will result in disciplinary action, including dismissal, and criminal prosecution for serious violations.

REQUEST ASSISTANCE OR RAISE A CONCERN

When in doubt about the meaning of the Code or its application in specific circumstances, employees should discuss it with their supervisor or manager or with the Human Resources Department. ETACARINAE S.R.L.’s human resources contacts are available and known to everyone internally.

If it is not possible or appropriate for an employee to raise the matter with his or her manager of record, he or she may still contact the personnel manager of ETACARINAE S.R.L. Employees who have become aware of a violation or suspected violation of the Code are urged to make a report to the personnel manager of ETACARINAE S.R.L.

ETACARINAE S.R.L.’s personnel manager may be contacted by current or former ETACARINAE S.R.L. employees, customers or suppliers, and third parties involved in matters related to the Code of Integrity in any of the following ways:

Via e-mail:

PEC: etacarinaesrl@legalmail.it

By Phone:

+390278612090

INTEGRITY OF SERVICES

All services of ETACARINAE S.R.L. must be undertaken professionally and honestly in accordance with agreed standards, methods, and regulations. ETACARINAE S.R.L. maintains its independence of judgment and will not yield in the face of pressure or inducement to distort any decisions or to alter the results of its investigations, certifications, audits, or tests. All decisions shall be properly documented and no false reports or certificates shall be issued.

All decisions and results must be carefully documented and not improperly modified. Decisions and opinions issued by ETACARINAE S.R.L. are based on true and accurate job files and activity reports maintained in accordance with ETACARINAE S.R.L. policies.

INTEGRITY OF FINANCIAL RECORDS

Information reported in the financial records of ETACARINAE S.R.L. must be true and unbiased, timely and accurate. All transactions must be properly and accurately recorded and confirmed by due documentation issued by the parties in good faith.

All records must be maintained in accordance with applicable laws and the policies of ETACARINAE S.R.L.

CONFLICTS OF INTEREST

IN GENERAL.

Conflicts of interest, or the membership of a possible conflict of interest, must be avoided. ETACARINAE S.R.L. employees are expected to disclose to their line manager (or ETACARINAE S.R.L. personnel manager) as soon as they become aware that their personal interests or those of their relatives or close friends may conflict with the interests of ETACARINAE S.R.L.

A conflict of interest arises when an employee’s opportunity for personal profit may interfere with his or her judgment, objectivity, independence and loyalty to ETACARINAE S.R.L.

The same principle applies when relatives or close friends of an ETACARINAE S.R.L. employee hold an activity or interest that conflicts with ETACARINAE S.R.L.

Conflicts of interest can present themselves in many ways. When in doubt, employees should seek assistance.

Employees must immediately make a written statement of all possible conflicts of interest, give it to their manager, and refrain from decision-making about it for as long as they are involved in a potential conflict of interest.

CLOSE RELATIVES: DEFINITION

Close relatives of an employee are defined as: spouse or partner/partner; children, grandchildren; parents and grandparents; brothers/sisters; brothers-in-law/sister-in-law; sons-in-law and daughters-in-law; any domestic partner of the employee.

SUBJECT TO APPROVAL

Some possible conflicts of interest in which ETACARINAE S.R.L. employees may be involved may be resolved following prior approval and appropriate authorization from ETACARINAE S.R.L. These include:

• Hiring a close relative of a current employee of ETACARINAE S.R.L. requires written approval from the company’s sole director and the head of Human Resources.

External management positions at ETACARINAE S.R.L.

Serving on the board of directors of a company outside ETACARINAE S.R.L., serving on the board of professional or industry associations, taking a political appointment at the regional or national level, requires the prior approval of the sole director of ETACARINAE S.R.L.

Working externally to ETACARINAE S.R.L.

Accepting a job or employment outside ETACARINAE S.R.L.

The following circumstances are not allowed:

• working for a client of ETACARINAE S.R.L. for whom the employee serves during his or her employment at ETACARINAE S.R.L;
• working for a competitor of ETACARINAE S.R.L. while the employee is serving during his or her employment at ETACARINAE S.R.L.
• Working for a company that provides goods or services to ETACARINAE S.R.L. while the employee is serving during his or her employment at ETACARINAE S.R.L.

Under no circumstances is an employee of ETACARINAE S.R.L. permitted to hire, supervise, or influence terms and conditions of employment of a close relative.

FORBIDDEN

Certain conflict of interest situations are prohibited for employees of ETACARINAE S.R.L. These include:

Transactions for self-interest

Proposing or participating in any form of professional or consulting services for a client or potential client of ETACARINAE S.R.L.

Competing with or working for a competitor of ETACARINAE S.R.L.

Obtaining profit or procuring profit for a close relative by abusing one’s position within ETACARINAE S.R.L. or accessing information related to ETACARINAE S.R.L.

Personal investments at suppliers, competitors and customers

• Intentionally using the services of a supplier or subcontractor of ETACARINAE S.R.L., in which an employee or his or her close relative directly or indirectly has an important shareholding or other financial interest, is not permitted unless:
• any conflict of interest has been expressly declared to the employee’s line manager and
• the employee involved in the conflict of interest does not participate in the procurement transaction.

Making a private investment with a supplier, subcontractor, competitor or customer of ETACARINAE S.R.L. is not permitted, unless the shares are purchased at a public auction.

USE OF THE COMPANY’S ASSETS AND RESOURCES

SAFEGUARDING THE COMPANY’S ASSETS AND FUNDS

ETACARINAE S.R.L. employees have a duty to protect and use company property and funds appropriately. It is not permitted to use ETACARINAE S.R.L.’s property and resources for personal use or to perform a service for the benefit of a person.

USE OF RESOURCES

The company’s computers, network systems, and electronic communication tools are to be used for business purposes, in accordance with the policies of ETACARINAE S.R.L. The use of e-mail, internet, and other forms of electronic communication may be monitored or subject to inspection by ETACARINAE S.R.L. (when permitted by relevant privacy laws), if suspicion of abuse arises.

PROCUREMENT

Employees of ETACARINAE S.R.L. tasked with purchasing goods and services from suppliers must do so with the sole purpose of ensuring the highest profit from such services, with due attention to the quality and reputation of the supplier. Before selecting the supplier, when deemed necessary, a search among competitive options must be conducted. ETACARINAE S.R.L. does not award contracts to suppliers based on criteria of personal preference. Soliciting any form of personal advantage from a supplier or person attempting to offer services to ETACARINAE S.R.L. is strictly prohibited.

BRIBERY AND CORRUPTION

ETACARINAE S.R.L. undertakes not to practice any form of bribery or corruption in any country in which it operates. Employees, or anyone acting on behalf of ETACARINAE S.R.L., must neither offer nor deliver money to government officials, either directly or indirectly, nor offer them any kind of gift or benefit that is intended to influence their decisions, or to induce them to obtain an improper advantage for ETACARINAE S.R.L. This principle also applies to officials and employees of private entities.

Any employee of ETACARINAE S.R.L. who suffers a bribery attempt must immediately report it to his or her line manager and/or the personnel manager of ETACARINAE S.R.L.

NO PAYMENT FOR JOB ORDERS

ETACARINAE S.R.L. does not pay or offer any illicit inducement that is intended to secure a job order for ETACARINAE S.R.L.

BROKERS AND CONSULTANTS

ETACARINAE S.R.L. agrees not to use third parties acting on behalf of ETACARINAE S.R.L. to offer rewards, illicit commissions, or bribes.

ETACARINAE S.R.L. shall not engage the services of intermediaries, representatives, consultants, collaborators, joint ventures, or contractors in cases where there is a suspicion that such parties may be involved in the exercise of bribery or other illicit business practices. No intermediary or sales representative may be hired unless an appropriate vetting procedure has been carried out to assess his or her suitability and to determine whether remuneration is compatible with the services provided. A request to hire the intermediary must be validated by all the partners of the firm. Be they minority shareholders, be they majority shareholders of ETACARINAE S.R.L. and authorized by the sole director. A copy of this Code must be given to the intermediaries who must sign it. Intermediaries must agree to operate in accordance with the principles of the Code in every aspect of their relationship with ETACARINAE S.R.L. Employees of ETACARINAE S.R.L. having control over the use of an intermediary are responsible for systematically monitoring their actions in compliance with the rules of the Code.

FACILITATION PAYMENTS

Facilitation payments are modest one-time payments made for the purpose of expediting or facilitating the performance of a routine service to which ETACARINAE S.R.L. is entitled. Requests for facilitation payments must be strongly rejected, and granted only if the rejection would be detrimental to the welfare of employees or would pose a great risk to ETACARINAE S.R.L.’s operations.

In the event that it becomes necessary, the persons entitled to make such payments are exclusively the members.

RECORD AND REPORT

In the rare circumstances in which a facilitation payment is to be granted, any person who made or authorized the payment shall make a written record of the reasons why such a payment was unavoidable, the amount to which it amounts, the date, and the recipient of such payment. Facility payments must be recorded in such a way that they can be subject to inspection.

NO NEGATIVE CONSEQUENCES FOR REFUSING TO PAY A BRIBE

No employee of ETACARINAE S.R.L. will be penalized for refusing to pay a bribe, to be involved in corrupt practices.

PARTY CONTRIBUTIONS AND CHARITABLE DONATIONS

NESSUSA DONATION TO PARTIES OR RELIGIOUS BODIES

ETACARINAE S.R.L. upholds a strict policy of neutrality in the political events of any country in which it operates. ETACARINAE S.R.L. does not donate funds or resources to any political party, elected official or candidate for public office in any country, nor does it endorse any political campaign. ETACARINAE S.R.L. does not endorse any organization of a religious nature.

CHARITABLE DONATIONS

Donations by ETACARINAE S.R.L. to charities, or investments directed toward nonprofit programs within the communities in which it operates (including assistance in emergency relief following natural disasters, funding in education, health care, investment in research, or similar nonprofit activities), require approval by the ETACARINAE S.R.L. sole director.

No permission will be granted for any charitable contribution intended to influence officials or third parties in order to gain improper advantage for ETACARINAE S.R.L.

GIFTS AND ENTERTAINMENT

GENERAL PRINCIPLES

No gifts, forms of hospitality or entertainment should be offered or accepted in case they might influence or create the impression that they influence business decisions.

Gifts, forms of hospitality and entertainment should not exceed what is considered customary in normal business relations. Any form of entertainment that may damage the reputation of ETACARINAE S.R.L. should be avoided. The following rules specify the standard of conduct expected of ETACARINAE S.R.L. employees.

GIFTS OFFERED TO EMPLOYEES OF ETACARINAE S.R.L.

Employees of ETACARINAE S.R.L. must never accept:

• Cash payments, tips, loans or gifts equivalent to cash from suppliers or customers.
• No gifts, personal favors, forms of entertainment or hospitality when these are offered in connection with services provided by ETACARINAE S.R.L.
• Employees involved in procurement decision-making or supplier selection should not accept personal gifts offered by suppliers or potential suppliers. Common forms of hospitality or entertainment, including attendance at supplier-sponsored professional events, are permissible, but subject to reporting and authorization.

MANDATORY REPORTING AND AUTHORIZATION

Employees are required to report and seek authorization from the sole director of the company ETACARINAE S.R.L. before accepting any gift with a value greater than €500.

If gifts received cannot be refused or returned without causing offense, the person receiving them should choose an appropriate mode of disposal, such as donation to charity.

GIFTS OFFERED BY ETACARINAE S.R.L. TO ITS BUSINESS CONTACTS

Personal gifts offered by ETACARINAE S.R.L. to clients or business contacts require prior authorization from the sole director of ETACARINAE S.R.L., for any gift with a value of more than €100 and, in addition, for gifts with a value of more than €500, the authorization of all shareholders, whether minority or majority shareholders, of ETACARINAE S.R.L. is required.

Offering to bear the cost of travel and lodging to government officials or business partners at events sponsored by ETACARINAE S.R.L. or, offering to bear the cost of travel and lodging for the purpose of going to visit an operating unit of ETACARINAE S.R.L., requires the authorization of the sole director. If the cost of travel and lodging exceeds the equivalent of €5,000, the authorization of all members, whether minority or majority, of ETACARINAE S.R.L. is required.

FAIR COMPETITION

ETACARINAE S.R.L. conducts its business in the markets in a competitive and fair manner. It undertakes not to enter into understandings and agreements with competitors that may prejudice or adversely affect the markets in which it operates.

In particular, ETACARINAE S.R.L. does not take part in discussions related to costs, contractual clauses, market allocations, partitioning of territorial areas or customers. ETACARINAE S.R.L. does not discuss commercial competitive procedures with competitors.

ETACARINAE S.R.L. does not market its services and expertise in a deceptive or misleading manner and does not make disparaging or false statements regarding competitors.

ETACARINAE S.R.L. does not obtain confidential information about competitors using illegal or unethical methods.

RELATIONSHIP WITH EMPLOYEES

NO DISCRIMINATION

All employees of ETACARINAE S.R.L. must be treated and evaluated solely for their work abilities, skills, conduct and performance. ETACARINAE S.R.L. bases all its labor relations on the principle of equal opportunity, regardless of ethnicity, color, sex, religious orientation, political affiliation, union membership, nationality, sexual orientation, social background, age or disability. Discrimination based on these criteria is not tolerated.

SEXUAL ABUSE AND HARASSMENT

Any form of sexual abuse, sexual harassment or mistreatment is prohibited. Unwanted sexual advances, requests for sexual favors or inappropriate physical contact are not tolerated. It is expected that all employees treat their colleagues with respect. Employees are expected to be honest and respectful at all times in dealing with all staff members. This extends to ETACARINAE S.R.L.’s customers, suppliers, and respective employees.

BAN ON CHILD LABOR OR FORCED LABOR

ETACARINAE S.R.L. does not hire children under the age of compulsory schooling and, under no circumstances, under the age of 16. If hired, young workers between the ages of 16 and 18 are exempt from any kind of work that may be detrimental to their health, welfare, safety, and education.

ETACARINAE S.R.L. is not involved in any form of slavery, sale or trafficking of children, debt bondage, serfdom, forced or bonded labor. ETACARINAE S.R.L. does not make use under any circumstances, of forced, bonded or involuntary labor of captives.

FREEDOM OF ASSOCIATION

ETACARINAE S.R.L. recognizes the right of its employees to form and join unions and to bargain collectively. In situations where the right to freedom of association or collective bargaining is restricted by law, ETACARINAE S.R.L. promotes alternative forms of free association and collective bargaining. Employee representatives shall be provided with the necessary time and resources to carry out their representative functions.

COMPLIANCE OF SUPPLIERS AND SUBCONTRACTORS

ETACARINAE S.R.L. does not use suppliers or subcontractors who use forced labor or child labor, and uses appropriate conduct audits and monitoring systems to ensure that suppliers and subcontractors meet these requirements.

ENVIRONMENT, HEALTH AND SAFETY

ENVIRONMENT

ETACARINAE S.R.L. makes every effort to reduce the impact of its activities on the environment by promoting efficient use of natural resources, limiting and preventing pollution, and minimizing emissions of harmful substances and greenhouse gases.

ETACARINAE S.R.L. has for some years now been pursuing a policy in favor of a progressive reduction in the use and consumption of plastics.
In accordance with this approach, ETACARINAE S.R.L. supports initiatives aimed at raising the awareness of its Employees and Collaborators towards this issue and works to provide tools and services to support this philosophy

HEALTH AND SAFETY

Employees must be provided with safe working environments and conditions, and equipment with appropriate measures to prevent occupational accidents and illnesses.

It is expected that ETACARINAE S.R.L. employees will report and record any work-related injury or incident that may cause pollution, as required by ETACARINAE S.R.L. policies and applicable regulations. No one will be penalized for reporting a work injury or accident that caused environmental damage.

CONFIDENTIALITY

ETACARINAE S.R.L. respects and protects confidential information confided by customers and third parties during business negotiations, and takes appropriate measures to prevent such information from being accidentally disclosed.

ETACARINAE S.R.L. respects the privacy and confidentiality of its employees’ personal information. ETACARINAE S.R.L. acquires and retains personal information of employees, customers, and contractors solely for the purpose of conducting business operations or complying with regulatory requirements. No employee should seek access to personal or confidential data except for legitimate business purposes.

Employees must keep ETACARINAE S.R.L.’s confidential information as well as colleagues’ personal data confidential; they must not disclose or discuss any sensitive information related to ETACARINAE S.R.L.’s financial performance, investments, strategies, projects, or clients. This obligation applies even after the termination of employment with ETACARINAE S.R.L.

INTELLECTUAL PROPERTY

ETACARINAE S.R.L. protects its own intellectual property and respects the intellectual property of others.

Through the work and innovation skills of its employees, ETACARINAE S.R.L. generates high-value ideas, services, business procedures and strategies. This intellectual property plays a central role in creating competitive advantage and must be protected against disclosure and misuse.

ETACARINAE S.R.L.’s intellectual property may manifest itself in various forms, including procedures, designs, methods, operating procedures, business and market strategies, information that relates to customers, cost models, and rates. Employees must not disclose, copy or use such intellectual property in any way except for the purposes for which it was intended.

Employees must employ the same care when dealing with customers’ intellectual property.

ETACARINAE S.R.L. does not intentionally infringe the intellectual property of a third party. Use of unlicensed software, use and reproduction of copyrighted material without permission, or intentional infringement of a patent are prohibited.

EXTERNAL COMMUNICATION

Employees shall not report on behalf of ETACARINAE S.R.L., shall not discuss or disclose any information concerning ETACARINAE S.R.L. to the media, and shall not make any public statements on behalf of ETACARINAE S.R.L. unless expressly authorized to do so.

Personal opinions on religion and politics, and other sensitive matters may not be communicated on ETACARINAE S.R.L. letterhead, by e-mail, or in any other context in which such opinions or materials may be attributed to ETACARINAE S.R.L.

INSIDER TRADING

Employees shall not pursue any personal investment or business opportunity on the basis of nonpublic information about ETACARINAE S.R.L., its customers or suppliers.

Generally, insider information includes non-public financial results, strategic plans being developed by ETACARINAE S.R.L.

In the course of its activities, ETACARINAE S.R.L. sometimes obtains important non-public information about clients or third parties. Employees are prohibited from trading in the shares of customers or third parties for as long as they are in possession of such confidential information.

It is forbidden to pass any such information, or give investment advice to third parties or close relatives on the basis of insider knowledge obtained during the period of employment with ETACARINAE S.R.L.

COMPLIANCE WITH LAWS

ETACARINAE S.R.L. operates in accordance with the laws in force in the countries where it does business. Legislation regarding various aspects of ETACARINAE S.R.L.’s activities can be complex. Employees need to be aware of the laws that apply to ETACARINAE S.R.L. and to their person. If there is any doubt, assistance should be sought from the sole director, who will contact ETACARINAE S.R.L.’s legal counsel.

Ignorance on legislative matters is not a justification.

When this Code or the policies of ETACARINAE S.R.L. impose more stringent standards than those prescribed by current regulations, employees must comply with the more stringent standards. When in doubt about how to resolve a contradiction between this Code and applicable regulations, employees should seek assistance.

Employees, when conducting business on behalf of ETACARINAE S.R.L., may be contacted by agencies or government officials in connection with investigations involving ETACARINAE S.R.L. or the customers/suppliers of ETACARINAE S.R.L. In the event that the request for information or documentation falls outside the normal routine, employees should seek assistance from the sole administrator or, the Etacarinae personnel manager. Under no circumstances should anyone working on behalf of ETACARINAE S.R.L. attempt to deceive, conceal evidence, destroy documents, or otherwise obstruct legitimate investigations.

IMPLEMENTATION

The Code of Integrity has been approved by all members of ETACARINAE S.R.L. The Code comes into effect as of January 2020.

Special thanks to all employees and stakeholders for their helpful contributions to our Code of Integrity.