Ethical code

The recipients of this code of ethics undertake to:

• to scrupulously comply with the provisions issued by the competent institutions or public supervisory authorities for the observance of the regulations in force in the sectors connected with their respective areas of activity

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• not submit, within the framework of the preliminary investigations with Institutions and/or Public Surveillance Authorities, petitions or requests containing untrue statements in order to obtain public disbursements, contributions or facilitated financing or to unduly obtain concessions, authorizations, licenses or other administrative acts

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4.6. Political Forces, Associations and Institutions with Interests

The company engages in transparent discussions with all political forces, associations present in the territory and public institutions (local and national) in order to duly represent its positions on topics and issues of interest.

5. PRINCIPLES OF BEHAVIOUR OF PERSONNEL

5.1.  Professionalism

The staff of F:lli Cinotti Srl is bound to carry out its working activity and its services with diligence, efficiency and fairness, making the best use of the instruments and the time at its disposal and assuming the responsibilities related to the fulfilments.

5.2. Loyalty

F.lli Cinotti Srl Personnel is bound to be loyal towards the company.

5.3. Honesty

Within the scope of their working activity, the personnel of F.lli Cinotti Srl shall know and respect with diligence the 231 Model and the laws in force. Honesty represents the fundamental principle for all the activities of the company, for its initiatives and constitutes an essential value of the organizational management. Relations with stakeholders, at all levels, must be based on criteria and behaviors of fairness, cooperation, loyalty and mutual respect. In no case may the pursuit of the company’s interest justify dishonest conduct.

5.4. Legality

F.lli Cinotti Srl personnel shall comply with all national and international rules, laws, directives and regulations and all generally recognized practices.

5.5. Fairness and transparency

The personnel of F.lli Cinotti Srl shall not use for personal purposes any information, goods and equipment at their disposal in the performance of their duties or assigned tasks. Personnel shall not put pressure, recommendations or reports on themselves or on others that may be detrimental to the company or bring undue advantages to themselves, to the company or to third parties. Personnel are required to reject and not make promises of undue offers of money or other benefits. The company is committed to operating in a clear and transparent manner, without favouring any interest group or individual.

5.6. Confidentiality

The personnel of F.lli Cinotti Srl is bound to maintain the utmost confidentiality regarding news and information constituting the company’s assets or inherent to the company’s activity, in compliance with the provisions of the law, the regulations in force and the internal procedures. Moreover, the company’s staff is bound not to use confidential information for purposes not connected with the exercise of their activity.

5.7. Responsibility to the community

The company is aware of its social role in the area in which it operates, in economic and social development, and in the general well-being of the community. For this reason, the company intends to operate in respect of national and local communities, supporting initiatives of cultural and social value in order to improve its reputation and legitimacy to operate.

5.8. Resolution of conflicts of interest

The staff of F.lli Cinotti Srl is bound to pursue, in the performance of its working activity, the general objectives and interests of the company. The personnel shall inform their superiors or contacts, without delay, of the situations or activities in which there could be an interest in conflict with the company’s interest, on the part of the personnel or of their close relatives and in any other case in which there are relevant reasons of convenience. Personnel are also required to respect the decisions taken by the company in this regard.

5.9. Sense of belonging

The staff of F.lli Cinotti Srl is bound to pursue, in the performance of its working activity, everything that does not hinder or prejudice in any way the creation of a sense of belonging to the company organization, to its working group or to third parties anyway connected to the company.

5.10. Mutual respect

The personnel of F.lli Cinotti Srl is bound to actively show respect for the duties, competences, methods of carrying out the duties also through the omission of personal considerations to third parties.

5.11. Specific obligations.

The staff of F.lli Cinotti Srl is bound to the respect of specific obligations in terms of transparency, coherence, courtesy and kindness, punctuality, confidentiality, professionalism, collaboration, loyalty and respect for the company, respect for the customer, responsibility, use of computer tools, internet, e-mail, use of company and private telephones, use of the company car and private car.

• It is a good rule that any information concerning the activities carried out within the company is within everyone’s reach. Each employee has the task of relating to his own manager and colleague, regarding the work carried out by him. In case of misunderstandings or problems, it is the duty of each employee to first speak to his or her supervisor or contact person. The personnel of F.lli Cinotti Srl are also requested to behave in a scrupulously loyal way and to be independent from any kind of conditioning that may influence their work both towards their own Customers and towards external organizations having a relationship with them. The personnel of F.lli Cinotti Srl shall not entertain improper economic relationships nor accept valuable gifts or favours of any kind from organizations in general as well as suppliers of the Customer. Each collaborator is obliged to report any relation or interest in common with external organizations that have relations with the Customer and that may cause conflicts of interest.
• Once a commitment is made, it is carried out. Never leave a job unfinished and never take on commitments that you already know you won’t be able to meet.
• Courtesy and kindness. Courtesy and kindness are and must be at the base of every daily activity, they must also be a constant in interpersonal relationships both inside and outside the company.
• Punctuality. If you are late for an appointment it is a good rule to warn before the expiry of the agreed time, to do so later is a rude gesture. Punctuality is a form of respect towards those who are waiting for us.
• All information and data managed in the workplace are company property and confidential, as such must be treated. In particular, you should never talk about problems or work situations in public places where you may be overheard, or in the presence of people who do not have the right to be involved in the information in question;
• Professionalism. Being professional means knowing all the appropriate behaviors, everything you need to do your job in the best possible way, taking into account the needs of customers and the company. Whatever activity is carried out, it is always necessary to be professional.
• The staff of F.lli Cinotti Srl is required to understand the phenomena at the basis of interpersonal relationships and is also required to adopt a behavior consistent with the context of reference, always trying to maintain a courteous, friendly and cooperative atmosphere with their colleagues

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• Company loyalty and respect. It is everyone’s duty to share the company’s policies and to ensure that they are respected. During the daily activity each employee is required to always preserve the interests and image of the company, as well as having the utmost respect for company property. It is also required of the staff, in the performance of their activities, to assess the economic implications of their choices, avoiding waste.
• Customer Respect. The company, like all companies in the free market, lives thanks to its customers. Respect, kindness and courtesy must be a constant in the relationships of those who make contact with the organization.
• Responsibility. Each employee is responsible for his or her own workplace. Each person is responsible for the care and cleanliness of the tools at their disposal;
• Use of computer tools. The personal computers supplied must be kept in the best possible condition and no other programs may be installed other than those provided for by the company configuration. The hardware equipment made available by the company constitutes to all intents and purposes work tools and cannot be used for personal purposes. In particular, the files they contain constitute company property and may not be arbitrarily damaged and/or destroyed. It is strictly forbidden to use hardware equipment suitable for copying and/or storing files and data, such as USB mass storage devices, laptops, optical disks, burners and any other electronic storage media, unless expressly authorized by the company.
• Use of the Internet. The Internet connection is a business tool and should be used as such. The use of the Internet for private purposes is only permitted outside working hours. Surfing the Internet is not permitted for those sites that do not directly pertain to the performance of assigned duties, especially those that may reveal the employee’s political, religious or trade union opinions; it is not permitted to carry out any kind of financial transaction including remote banking operations, on-line purchases and the like except in cases directly authorized by the company and in compliance with normal purchasing procedures; it is not allowed to download and install free software (freeware), shareware, P2P and/or FTP, taken from internet sites, unless expressly authorized by the company; It is also forbidden any form of registration to sites whose content is not related to work and is not allowed to participate, for non-professional reasons, in forums, or the use of chat lines, it is not allowed to store computer documents of an outrageous and / or discriminatory for sex, language, religion, race, ethnic origin, opinion and trade union membership and / or politics etc …;
• Use of Electronic Mail. E-mail is a company tool and is not to be considered private correspondence and therefore: Any e-mail message (as it pertains to work) may be copied and/or made public at any time. It is not permitted to use e-mail (internal and external) for reasons not related to the performance of assigned duties. It is not allowed to send or store messages (internal or external) of an outrageous nature, discriminatory for sex, language, religion, race, ethnic origin, opinion or trade union membership and / or political etc..
• Use of cell phones. The use of cell phones has rules of good behavior that should always be respected. Given that it is a work tool, it is required to turn off the cell phone and/or keep it silent at all times, during meetings and encounters with clients, especially when at their premises. The use of cell phones for personal purposes should be kept to a minimum and only in emergencies
• Use of Company Automobiles. The company car is under the total responsibility of the person to whom it has been assigned, and, like all company assets, must be used and maintained with the utmost care. It must be driven in full compliance with the requirements of the Highway Code. It is the responsibility of the driver assigned to the vehicle to take care of cleaning, maintenance and ensure that the car is always in the best condition of efficiency. Remain charged to the driver any fines arising from violations of the highway code.
• Use of private cars. The use of the private car for work purposes is expected and as in the case of the company car, the driver must operate in full compliance with the requirements of the highway code. Any fines resulting from traffic violations are the responsibility of the driver. The driver must comply with the requirements of the Highway Code.
6. CONDUCT CRITERIA

The rules contained in this section are intended to indicate to the recipients of this Code of Ethics the attitudes and behaviors to be observed when carrying out the various business activities in accordance with the values that inspire this document. All the addressees of this Code of Ethics, as identified in point 2 above, must observe correct and transparent conduct in the performance of their duties, thus contributing to the effectiveness of the internal control system for the protection of the company’s value. For further details, employees and internal collaborators are invited to refer to the relevant Procedures of the System for the Management of the Administrative Responsibility of the Company. Below are the general criteria for conduct divided into points and areas of interest.

6.1. Staff relations

• Staff Selection. The evaluation of the staff to be hired, or in collaboration, is carried out on the basis of the correspondence of the candidates’ profiles, compared to the expected ones and to the internal needs, respecting the equal opportunities for all the interested subjects. The information requested is strictly related to the verification of the aspects foreseen by the professional and psycho-aptitude profile, respecting the private sphere and opinions of the candidate. In the selection process, the Company and the relevant internal functions take appropriate measures to avoid favouritism and facilitations of any kind and carry out a careful selection process based not only on mandatory aspects but also on preferential aspects, if decided by the Board of Directors.
• Establishment of the employment relationship. Personnel are hired under regular employment, professional service or internship contracts: no form of illegal employment is tolerated.
• Integrity and protection of the individual. In the context of personnel management and development processes, as well as in the selection phase, decisions made are based on the correspondence between the expected profiles and the profiles possessed by the persons and/or on considerations of merit. Access to roles and positions is based on skills and abilities. In addition, compatibly with the general efficiency of work, forms of flexibility in the organization of work are favored that facilitate people on maternity leave as well as those who have to take care of their children.
• Valorization and training of resources. The company provides people with information and training tools with the aim of enhancing their specific skills and preserving their professional value. There is an institutional training, provided at certain times of the professional life, internal to the person (for example: for new hires there is an introduction to the activity) and a recurrent training aimed at operational staff (example: training on safety in the workplace, on management 231 and code of ethics etc …).

6.1.1. Safety and Health

The company is committed to providing a working environment capable of protecting the health and safety of its personnel, spreading and consolidating a culture of safety, developing risk awareness and promoting responsible behaviour by all personnel. The company also operates in order to preserve the health and safety of workers, especially through preventive actions. One of the main objectives is to protect human resources by constantly seeking the necessary synergies not only internally but also with suppliers, external consultants and customers involved in the company’s activities. All employees are required to comply with the internal rules and procedures on risk prevention and health and safety protection and to promptly report any shortcomings or non-compliance with the applicable rules. The company adopts the general measures for the protection of health and safety at work prescribed by law with particular reference to the provisions of Legislative Decree 81/08 and subsequent amendments and additions. The organization is committed to the most scrupulous compliance with all regulations concerning health and safety at work for employees, collaborators and users. In particular:

• Defines operating procedures to be followed and coordinates occupational health and safety activities;
• Ensures the application of current regulations also through the creation of risk assessment documents and the definition of working procedures in line with current safety standards;
• Constantly monitors legislative innovations and works to implement them.

The company also undertakes to ensure:

• The assessment of all health and safety risks;
• The planning of prevention, aimed at a complex that integrates in a consistent way in the prevention of operational conditions, as well as the influence of factors of the environment and work organization;
• The elimination of risks and, where this is not possible, their reduction to a minimum in relation to the knowledge acquired on the basis of technical progress;
• Respect for ergonomic principles in the organization of work, in the design of workplaces, in the choice of equipment and in the definition of work and service delivery methods, particularly in order to reduce the effects on health of monotonous and repetitive work;
• The reduction of risks at source;
• Replacing what is dangerous with what is not dangerous or is less dangerous;
• Limiting to a minimum the number of workers who are or may be exposed to the hazard;
• The limited use of chemical, physical and biological agents in workplaces;
• The priority of collective protective measures over individual protective measures;
• The sanitary control of the workers;
• The removal of the worker from exposure to risk for health reasons inherent in his person and move where possible to another task;
• The appropriate information and training for workers, for managers, the proposed, the RLS and all personnel;
• Adequate instructions to workers;
• The participation and consultation of workers and the RLS;
• The planning of measures considered appropriate in order to ensure the improvement of safety levels over time, including through the adoption of codes of conduct and best practices

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• The emergency measures to be implemented in case of first aid, fire fighting, evacuation of workers and serious and immediate danger

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• The use of warning and safety signs

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• The regular maintenance of environments, equipment, plants with particular regard to any safety devices in accordance with the indication of their manufacturers

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• The proper instructions to employees, collaborators and users and training to the same as required by law and by the CCNL applied to staff.

6.1.2. Protection of Privacy

In the processing of personal data, the organization complies with the provisions and purposes laid down in the EU Regulation No. 2016/679 (GDPR) on the processing of personal data. Pursuant to art. 13 of the aforementioned GDPR, punctual information is provided pertaining to:

• the identity of the data controller;
• the identity of the person(s) responsible for data protection;
• the extent to which and the manner in which the data are processed;
• the purposes of the processing for which the personal data are intended;
• the possible subjects to whom the data are communicated;
• the right to withdraw consent.

In those cases where the law requires it, people are asked for a specific consent to the treatment of their personal data; any investigation on ideas, preferences, personal tastes and in general on the private life of customers and suppliers and in general of subjects whose personal data are treated by F.lli Cinotti Srl is excluded.  The staff is obliged to treat the data with the utmost discretion and confidentiality especially towards the internal; the same procedure is also applied for the telematic management of information and personal data. The same procedure is also applied for the telematic management of information and personal data.

6.1.3.  Environmental Protection

The company is committed to pursuing environmental protection through compliance with legislation and national and EU regulations. It is committed to the prevention of pollution and to spreading awareness of environmental issues among its employees and collaborators. To this end, the company has adopted a suitable management procedure as part of the more general management system of corporate administrative responsibility.

6.2. Staff Duties

The personnel of F.lli Cinotti Srl is obliged to act loyally in order to comply with the obligations subscribed in the work contract and with the provisions of the present Code of Ethics ensuring the requested performances.

6.2.1. delegations and responsibilities

The duties, responsibilities and powers of directors, employees and collaborators are defined through specific resolutions and/or appropriate procedures. These duties, responsibilities and powers must be known, accepted and respected.

6.2.2. Obligations of department heads to the code of ethics

Each department manager, identified as such in the organization chart, job description and/or system of powers and proxies adopted by the company has the obligation to:

• Care for the observance of the Code of Ethics by those directly or indirectly subject to its responsibility;
• To set an example for its employees/contractors with its own behaviour;
• To ensure that employees understand that the provisions contained in this Code of Ethics are an integral part of their work;
• Report promptly to the General Management or any delegate or to the SB any reports or special needs of its employees.

Failure by department heads to comply with the obligations set out in this chapter may result in the application of disciplinary sanctions, as provided for in the disciplinary system adopted by the company.

6.2.3.  Obligations of all employees to the Code of Ethics and the company’s documentation

Each employee is required to be familiar with the provisions contained in the Code of Ethics or referred to therein, as well as with the reference laws governing the activities carried out within the scope of his or her position, which are an integral part of each employee’s work performance. Any employee who becomes aware of alleged unlawful conduct is obliged to communicate the information in his or her possession regarding such conduct only to his or her superiors or to the Supervisory Board and/or the General Management in the manner provided for by the internal system for managing the administrative responsibility of the company. The General Management shall adopt systems to monitor the actual reading and comprehension of the documents required by law by employees, collaborators, etc., by means of anonymous tests, taking the most appropriate actions to constantly increase the level of dissemination and comprehension of their contents.

Employees are also required to:

• To refrain from conduct contrary to such provisions and standards;
• Report to their superiors or to the OdV and/or delegate as responsible for the management of the prevention model for the necessary clarifications on the application modalities of the Code of Ethics or of the reference regulations;
• Report promptly to at least one of the above-mentioned subjects any news about possible violations of the Code of Ethics;
• Collaborate with the organization in the event of any investigations aimed at verifying and possibly sanctioning possible violations.

These behavioural requirements are also required of external consultants and collaborators of all kinds.

6.2.4. Protection of company assets

Each recipient is required to work diligently to protect company assets from improper or incorrect use. People must know and implement the provisions of internal policies on information security in order to ensure integrity, confidentiality and availability. Information and know-how must be protected with the utmost confidentiality. The most significant data that the company acquires or creates in the course of its business must be considered confidential information and subject to appropriate attention: this also includes information acquired from and concerning third parties (customers, contacts, partners, employees, etc.). Individuals who, in the course of performing their duties, come into possession of confidential information, materials or documents should inform their superiors. Both during and after the termination of employment with the Company, individuals may use confidential data only in the interest of the Company and never for their own benefit and/or that of third parties.

6.2.5. Confidential information on third parties

Company personnel must refrain from using unlawful means to acquire confidential information about other organizations and third parties. Any person who, as part of a contractual relationship, becomes aware of confidential information about another person shall use such information only for the purpose intended in the contract in question. Without proper authorization, personnel may not request, receive or use confidential information about third parties. If you learn confidential information about another person that is not already subject to a non-disclosure agreement or other form of protection, you must contact your manager for assistance in handling such information.

6.2.6. Use of company assets

Personnel are required to work diligently in order to protect the company’s assets by behaving responsibly and in line with the operating procedures established to regulate their use, accurately documenting their use. In particular, personnel must:

• To use the assets entrusted to him scrupulously and sparingly;
• Avoid improper use of company assets that may cause damage or reduce efficiency or that are in any case contrary to the company’s interests;
• To adequately safeguard the resources entrusted to him/her and to promptly inform the units in charge of any threats or harmful events for the company;

With respect to computer applications, each is instead expressly required to:

• To scrupulously adopt the provisions of the company’s security policies in order not to compromise the functionality and protection of computer systems;
• To refrain from sending threatening or insulting e-mail messages or from using low-level language or expressing inappropriate comments that may cause offence to people and/or damage the company’s image;
• To refrain from surfing on internet sites with indecorous and offensive contents and in any case not inherent to the professional activities;

6.3. Customer and Supplier Relations

The Company is committed to offering its products and services without discrimination between customers. Contracts and communications to customers by the company must always be characterized by clarity and simplicity, formulated with language as close as possible to that normally used by the interlocutors, in accordance with current regulations and such as not to constitute elusive or improper practices and finally as complete as possible, so as not to overlook any relevant element, for the purposes of the customer’s decision. The style of conduct of the people of the company towards customers is based on availability, respect and courtesy, with a view to a collaborative relationship and high professionalism. In the processing of personal data of customers and suppliers, the organization complies with the provisions and purposes provided for by EU Regulation No. 2016/679 (GDPR) on the processing of personal data. Pursuant to art. 13 of the aforementioned GDPR, customers and suppliers are guaranteed timely relevant information:

• the identity of the data controller;
• the identity of the Data Protection Officer(s);
• the extent to which and the manner in which the processing is carried out;
• the purposes of the processing for which the personal data are intended;
• the possible subjects to whom the data are communicated;
• the right to withdraw consent;

In cases where legislation requires it, people are asked for specific consent to the processing of their personal data, excluding any investigation of ideas, preferences, personal tastes and in general the private life of customers. The staff is obliged to treat the data with the utmost discretion and confidentiality, especially in relation to the internal; the same procedure is also applied to the telematic management of information and personal data.

6.4. Relationships with Suppliers

6.4.1. Supplier selection

The purchasing process has been formalized in a specific procedure. In particular, the purchasing process is based on:

• To the search of the maximum competitive advantage for the company;
• To grant equal opportunities to suppliers;
• Loyalty;
• To impartiality;

The selection of suppliers and the determination of purchasing conditions are based on an objective assessment of the quality, price of the good or service, its actual availability, and guarantees of service and timeliness.

 

6.4.2. Integrity and independence in relationships

Relations with suppliers, including those involving financial and consultancy contracts, are constantly monitored by the company. The conclusion of a contract with a supplier should always be based on very clear relationships, avoiding, where possible, forms of dependency. This is an important part of the firm’s work. In particular, those of an accounting nature should be retained for the periods stipulated by current legislation

6.5. Relations with the Public Administration

6.5.1. Fairness and Loyalty

The company intends to conduct relations with the Public Administration in compliance with the utmost transparency and ethical conduct. These relations, which must take place in compliance with the regulations in force, are informed by the general principles of fairness and loyalty so as not to compromise the integrity of both parties.

6.6. External Relations

6.6.1. External effectiveness of the Code of Ethics

Whoever, acting in the name and on behalf of the company, comes into contact with third parties with whom the organization intends to undertake commercial relations or is required to have relations of an institutional, social, political or any other nature, has the obligation to:

• Inform these subjects of the commitments and obligations imposed by the Code of Ethics;
• To require compliance with the obligations of the Code of Ethics in the conduct of their activities;
• Adopt the necessary initiatives in case of refusal by third parties to comply with the Code of Ethics or, in case of failure or partial execution of the commitment made, to observe the provisions contained in the Code of Ethics itself, informing the General Management or the delegates and the Voluntary Organization.

6.6.2. Conflict of Interest

All recipients must ensure that every decision taken in the context of their activities is taken in the interest of the company. All recipients are required to avoid any activity or situation of personal interest that constitutes or could constitute, even if only potentially, a conflict between their own interests and those of the company and, in any case, shall comply with the specific procedures adopted by the company on this matter. All recipients of the Code of Ethics must refrain from taking advantage of their relationship with the company in order to favour themselves or third parties to the detriment or disadvantage of the company itself. All employees are prohibited from taking part, directly or indirectly, for any reason whatsoever, in commercial initiatives that are in direct competition with the company, unless such participation has been previously communicated to and approved by the competent Board of Directors, after hearing the opinion of the Voluntary Organization. In the event that situations of conflict of interest, even if potential, are identified, whether internal or external to the activities of the company, each person involved is required to refrain from engaging in the conduct of conflict by giving timely notice to the Voluntary Organization which is responsible for assessing the existence, case by case, of any incompatibility or situations of prejudice.

6.6.3. Competitive practices

It is of primary importance to the Company that the marketplace be based on fair and honest competition. The Company is committed to strict compliance with the relevant laws and to cooperating with market regulators. In particular:

• Compete fairly in the market by respecting the rules of competition;
• Is committed to providing accurate information about its business both internally and externally or in response to legitimate requests;
• Ensures the truthfulness and accuracy of company data relating to financial statements, reports and other official documents.

6.6.4. Gifts, giveaways and benefits

No person in the company may give money or offer economic advantages or other types of benefits to persons in the Public Administration and/or other persons, including private ones, for the purpose of obtaining assignments or other personal advantages or for the company itself. No form of gift is allowed that may be interpreted as exceeding normal business practices or courtesy or in any case aimed at acquiring preferential treatment in the conduct of any activity related to the company. In particular, it is forbidden to make any form of gift to Italian or foreign public officials or their family members that may influence their independent judgment in order to obtain more favourable treatment or undue benefits or advantages of any kind. The term “gift” refers to any type of benefit: not only material goods but also, for example, free attendance at conferences, training courses, the promise of a job offer, etc.. The above cannot be circumvented by resorting to third parties: in this regard, not only are illicit payments made directly to entities or their employees considered acts of corruption, but also illicit payments made to persons acting on behalf of such entities. On the occasion of anniversaries and/or holidays, donations of goods are allowed, provided they are of modest value and, in any case, within the limits decided by the Board of Directors or the General Management, subject to prior notification to the Voluntary Organization, adequately documented in order to allow the appropriate checks to be carried out. On the other hand, if a person within the company receives, from a member of the Public Administration or from another private party, explicit or implicit requests for benefits, he/she shall immediately inform the BoD or the person to whom he/she is required to report for the adoption of appropriate checks and initiatives

7. CRITERIA FOR APPLICATION OF THE CODE OF ETHICS

7.1. Organizational Principles

The company’s organizational system is based and structured on the principle of separation of powers and functions. The organization is therefore based on the criterion of separation between decision-maker, executor and controller.

The company’s activities have been incorporated and harmonized into appropriate management procedures. Those carrying out the audit function are required to ensure the truthfulness and correctness of data and information. By virtue of the management processes implemented and adopted, every operation and/or activity must be lawful, authorized, consistent, documented, verifiable, in compliance with the principle of traceability for the protection of the company’s interests.

Company procedures have been implemented in order to allow controls to be carried out on operations, authorisation processes and the execution of said operations.

Any employee who carries out transactions involving sums of money, goods or other benefits that can be economically evaluated as belonging to the company must reasonably provide appropriate evidence in order to allow the verification of such transactions.

7.2. Accounting transparency

The company’s accounts comply with the general principles of truthfulness, accuracy, completeness and transparency of the recorded data. The addressees of this Code of Ethics undertake to refrain from any conduct, whether active or omissive, that directly or indirectly violates the regulatory principles and/or internal procedures concerning the formation of accounting documents and their external representation.

The addressees of this Code of Ethics are also required to keep and make available, for each operation or transaction carried out, adequate supporting documentation in order to allow the following to be done:

• Accurate accounting records;
• Immediate identification of the underlying characteristics and motivations;
• The easy formal and chronological reconstruction;
• The verification of the process of decision-making, authorization and implementation, in terms of legitimacy, consistency and appropriateness as well as the identification of the various levels of responsibility;

Recipients of this Code of Ethics who become aware of cases of omission, falsification or negligence in accounting records or supporting documents are required to promptly report them to their superior or to the volunteer organization and/or the General Management. The company has appointed a statutory auditor.

The company promotes training and updating in order to make the recipients of this Code of Ethics aware of the rules (laws and regulations, internal provisions, provisions of trade associations) governing the formation and management of accounting documents.

7.3. Checks and verifications

The company guarantees the availability, through the competent persons, to provide all the information and the vision of the documents, and necessary requests to the auditing and control bodies.

The company guarantees the accessibility of all information and documents to those entitled to them and provides, through the availability of its directors and employees, responsible for their function, all information to facilitate the exercise of supervisory and control functions.

The organization prohibits its directors and employees and/or collaborators from making false statements rather than submitting false documents or attesting to untrue situations, including through computer systems, with the aim of unduly receiving public funds and/or obtaining and maintaining any benefits.

7.3.1. Supervision of the implementation of the code of ethics

The task of verifying the implementation and application of the Code of Ethics falls to the following individuals:

• Board of Directors;
• General Management;
• Function managers;
• Supervisory Body: this body, in particular, in addition to monitoring compliance with the Code of Ethics, having for this purpose access to all the company’s sources of information, suggests appropriate updates to the Code itself, also on the basis of reports received from staff;

7.3.2. Competencies of the Volunteer Organization

The following tasks fall under the purview of the Volunteer Organization:

• Communicate reports of violations of the Code of Ethics to General Management and the Board of Directors for appropriate action;
• Express binding opinions regarding the revision of the most relevant policies and procedures in order to ensure the consistency of the company’s operations with the Code of Ethics;
• Contribute to the periodic review of the Code of Ethics: to this end, the voluntary organization makes appropriate proposals to the Board of Directors, which will evaluate them and, if necessary, approve and formalize them.

The Voluntary Organization maintains the requirements of autonomy and independence, assumes powers of investigation and control as well as powers of initiative to carry out the functions assigned.

7.3.3. Reporting problems or suspected violations

Any violations of the Code of Ethics by the addressees are subject to the disciplinary system provided for by the company’s Model 231. In the event of violations of the Code of Ethics, the company will take disciplinary measures against those responsible for such violations, where deemed necessary for the protection of the company’s interests, which may include the removal of such violators from the company, as well as compensation for any damages resulting from the violations. Failure to comply with the rules of the Code of Ethics by members of corporate bodies may result in the adoption, by the competent corporate bodies, of the most appropriate measures provided for and permitted by law. Violations of the rules of the Code of Ethics by employees constitute a breach of the obligations arising from the employment relationship, with all contractual and legal consequences, also with reference to the relevance of the same as a disciplinary offence. Violations committed by suppliers and external collaborators will be sanctioned in accordance with the provisions of the relevant contractual assignments, except for more significant violations of the law. In any case, compensation for damages is not excluded.

7.3.4. Disciplinary measures resulting from violations

This Code of Ethics is brought to the attention of all internal and external parties concerned with or involved in the company’s mission through appropriate communication and training activities. The provisions of this Code of Ethics are an integral part of the contractual obligations undertaken by the personnel as well as by subjects having business relations with the company. The violation of the principles and behaviors indicated in the Code of Ethics compromises the relationship of trust between the company and the authors of the violation, whether they are directors, employees, consultants, collaborators, customers or suppliers.

For details of the disciplinary system and sanction mechanisms, please refer to the 231 Model adopted by the company. In general, violations will be prosecuted in the following terms:

• With regard to employees (including members of corporate bodies and the Supervisory Board itself) through appropriate disciplinary measures, regardless of the possible criminal relevance of the conduct and the institution of criminal proceedings in cases where the conduct constitutes a crime. In particular, the sanctions will be in accordance with the rules and logic of the CCNL applied. Before a disciplinary measure is taken, the person concerned shall be given the opportunity to explain and justify his/her conduct;
• With regard to consultants, collaborators, customers, suppliers and other subjects having contractual relationships with the company, specific methods of termination of the contractual relationship will be activated;

This is without prejudice, moreover, to any compensation for damages that the company may suffer as a result of the violation by the persons referred to above of the provisions contained in the Code of Ethics.

7.4. Confidentiality

Recipients are required to observe the utmost confidentiality of information, documents, studies, initiatives, projects, contracts, known for the services performed. The company puts in place measures to protect the information managed and prevent it from being accessed by unauthorized personnel.

7.5. Dissemination, communication and training

This Code of Ethics is brought to the knowledge of all internal and external subjects interested or involved in the company’s mission through appropriate communication and training activities. The Company F.lli Cinotti Srl, in compliance with the provisions of D. Lgs 231/2001, undertakes to disseminate this Code in the following ways according to the recipients to whom it is addressed:

• Internal staff. By means of posters in the workplace and through specific training meetings aimed at encouraging and disseminating the behaviors and practices indicated in this document. Each employee will be provided with a copy of the Code of Ethics;
• External collaborators, suppliers, customers and third parties in general. By means of a clear informative communication that will be an integral part of the contract.

The Code of Ethics is then published on the company’s website in order to make it as widely known as possible. The company is committed to ensuring that the contents of this document are well understood by all recipients.

7.6. Operating procedures and decision-making protocols

This Code of Ethics is an integral part of and implements the Model 231 adopted by the company in order to prevent crimes committed in the interest or to the advantage of the organization itself by the subjects indicated in Legislative Decree 231/2001. In order to prevent violations of the regulations in force, as well as of the Code of Ethics itself, the company provides for the adoption of specific procedures by all those involved in the operational process, aimed at identifying the persons responsible for the processes of decision-making, authorization and performance of the operations themselves.

7.7. Proxy and delegation system

The company uses a system of powers of attorney and proxies on the basis of which certain activities can only be carried out by persons expressly authorised to do so because they have been granted the power to do so by means of a formal internal proxy and/or a notarial power of attorney.

The company has in fact considered it necessary and essential that the individual operations be carried out in the various phases by different subjects, whose competences are clearly defined and known within the organization in order to avoid unlimited or excessive powers being attributed to single subjects.

8. FINAL DISPOSITIONS

8.1. Conflicts with the Code of Ethics

In the event that a conflict is identified between the provisions of this code and the procedures provided for and applied in the company or in internal regulations, the Code of Ethics will prevail over any of these provisions.

8.2. Approval process and changes

This Code of Ethics has been approved in its first version by the Board of Directors.

Any variation and/or integration of this Code of Ethics will be approved by the Board of Directors after consultation with the OdV and promptly distributed to all recipients of the same, in particular:

• The Voluntary Organization periodically reviews the Code of Ethics for any legislative or corporate changes and proposes amendments and/or additions;
• The BoD examines the proposals of the SB and deliberates accordingly, making the approved changes immediately operational.

8.3 Methods of reporting violations

Any violation of this code must be communicated without delay to the Supervisory Board at the following e-mail address odv@cinotti.it

Failure to provide information constitutes an offence punishable under the disciplinary system adopted by the Company.

Once the report has been received, the voluntary organization will communicate it to the administrative body which will start a disciplinary check and, if necessary, will adopt the relative measures, as provided for in the disciplinary system adopted by the company.

The Voluntary Organization is committed to protecting the author of the report in accordance with the provisions of Law 179/2017 bearing “Provisions for the protection of authors of reports of crimes or irregularities of which they became aware as part of a public or private employment relationship”.

F.lli Cinotti Srl undertakes to constantly monitor the correct application of the Code through the internal controls provided for by the company procedures as well as to keep it constantly updated and current.