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1. INTRODUCTION The Company that has adopted this code of conduct (the "Code"), in carrying out its activities and conducting its business, is guided by respect for the laws and regulations of the countries in which it operates, as well as its internal rules, within a framework of integrity, fairness and confidentiality. It also aims to reconcile the pursuit of market competitiveness with compliance with competition regulations and to promote the proper and effective use of resources, with a view to social responsibility and environmental protection. The Company undertakes to disseminate the Code, update it periodically and make available every possible means to facilitate its full implementation. This Code supplements the regulatory framework to which the Company is subject in two respects. From a strictly corporate standpoint, it helps define RES's organizational structure by specifying, together with the other documents of the corporate ethics system, the allocation of functions and the division of responsibilities among the bodies established by law. From the standpoint of work organization, it supplements the requirements set out in collective bargaining agreements, the Articles of Association and statutory provisions defining the duties of Directors, Statutory Auditors1 and Employees. In particular, compliance with the provisions of this Document constitutes an essential part of the contractual obligations undertaken by the Company's employees pursuant to Articles 2104, 2105 and 2106 of the Italian Civil Code and, as regards Directors and Statutory Auditors1, fulfillment of the duty of care provided for in Articles 2392 and 2407 of the Italian Civil Code. RES also adopts organizational and management models pursuant to Article 6, paragraph 1(a), and Article 7, paragraph 2, of Legislative Decree No. 231 of June 8, 2001, designed to prevent violations of the principles of legality, transparency, fairness and loyalty by persons in senior positions, its employees and collaborators, and monitors their compliance and effective implementation. Accordingly, this Code of Conduct forms part of the compliance framework established by the aforementioned Decree, setting out the general principles that the necessary corresponding organizational models must follow, while also regulating situations and conduct not expressly covered by law or by those models.
1 Where applicable
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2. RECIPIENTS AND SCOPE OF APPLICATION The provisions of the Code apply, without exception, to all Company employees and to anyone who, directly or indirectly, permanently or temporarily, establishes relationships or dealings with the Company or works to achieve its objectives (hereinafter the "Recipients"). Recipients must adequately inform third parties of the obligations imposed by the Code, require compliance with them and take appropriate action in the event of non-compliance. The Code is issued as a controlled document by the management of the Parent Company and is available on the Group's corporate intranet. All employees and Recipients are informed of its issuance and subsequent updates by means of a dedicated email with acknowledgment of receipt. It is expressly understood that the current version is always the one available on the intranet.
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3. ETHICAL PRINCIPLES OF CONDUCT 3.1 General principle Relationships and conduct at every level must be based on the principles of honesty, fairness, integrity, transparency and mutual respect, and must be open to scrutiny and based on accurate and complete information. 3.2 Principle of loyalty and fidelity The Company maintains a relationship of mutual trust and loyalty with each of its employees. In this respect, the duty of loyalty prohibits every employee from: 1. accepting employment with third parties, consultancy assignments or other responsibilities on behalf of third parties without prior written authorization from the Company to which they belong; 2. carrying out activities that are in any way contrary to the Company's interests or incompatible with their professional duties. Finally, all employees must regard compliance with the provisions of the Code of Conduct as an essential part of their contractual obligations within the relationship of trust and loyalty. 3.3 Principles of impartiality and conflicts of interest Recipients must avoid situations and/or activities that could give rise to conflicts of interest with those of the Company or that could interfere with their ability to make impartial decisions in the Company's best interests. In dealings between the Company and third parties, Recipients must act in accordance with ethical and legal standards. Such dealings must be conducted without resorting to unlawful means. Corrupt practices, unlawful favors, collusive conduct and requests for personal benefits for oneself or others are expressly prohibited. Any information suggesting a potential conflict with the interests of the Company or another Group company must be reported to one's supervisor, in the case of an employee, or to the internal contact person, in the case of a third party. 3.4 Confidential information and privacy protection Confidential information concerning data or knowledge belonging to the Company must not be obtained, used or disclosed except by persons authorized to do so, either generally or specifically. By way of example and without limitation, confidential information includes work projects, including business, industrial and strategic plans; information concerning know-how and technological processes; financial transactions; operating strategies; investment and divestment strategies; operating results; employees' personal data; and lists of customers, suppliers and collaborators. Furthermore, in compliance with privacy protection legislation, Recipients must undertake to protect information generated or acquired and prevent any improper or unauthorized use. Of particular importance among confidential information is "price-sensitive" information, defined as information about facts that are not publicly known and that, if made public, could significantly affect the price of financial instruments. In accordance with insider trading regulations, such information must never be used to obtain benefits of any kind, whether direct or indirect, immediate or future, personal or financial. External disclosure of "price-sensitive" information is carried out, in accordance with the procedures adopted by the Company, exclusively by authorized persons and, in all cases, in compliance with applicable provisions and the principles of equal and simultaneous access to information. 3.5 Protection of individuals In the countries in which it operates, the Company conducts its activities in accordance with applicable legislation protecting working conditions. All Recipients, within the scope of their duties, undertake to conduct their activities with a focus on risk prevention and on protecting their own health and safety and that of colleagues and third parties. Relations among Company employees must be based on the principles of civil coexistence and mutual respect for individuals' rights and freedoms. In particular, there must be no discrimination or retaliation on grounds of nationality, religious belief, political or trade union affiliation, language or sex. Accordingly, every Recipient must actively contribute to maintaining an atmosphere of mutual respect for everyone's dignity and reputation. Relations between different levels of responsibility must be characterized by loyalty and fairness, while respecting professional confidentiality. Heads of organizational units must exercise their delegated powers objectively and with balance, giving appropriate consideration to the well-being and professional development of their staff. All employees, in turn, must cooperate fully with their managers and diligently follow the work instructions given to them. 3.6 Environmental protection In performing their duties, Recipients undertake to comply with applicable environmental protection legislation and to promote the conduct of their activities in a manner focused on the proper use of resources and respect for the environment. 3.7 Health and safety protection The Company has established and implemented a workplace health and safety protection system that complies with applicable legislation and is appropriate to the risks inherent in its employees' work activities. It considers safety a priority in carrying out work at its own premises and at customers' premises. In performing their duties, Recipients likewise undertake to comply with applicable legislation and to promote and report any situations or organizational measures that could further improve safety conditions and/or reduce risks. 3.8 Protection of corporate assets Each Recipient is directly and personally responsible for protecting and preserving the physical and intangible assets and the human, material and intangible resources entrusted to them to perform their duties, and for using them properly and in accordance with the Company's interests. No assets or resources owned by the Company may be used for purposes other than those specified by the Company itself. 3.9 Control processes Recipients must be aware of the existence of control procedures and understand the contribution these make to achieving corporate objectives and efficiency. Responsibility for establishing an effective internal control system is shared at every operational level; consequently, all employees, within their respective functions, are responsible for defining, implementing and ensuring the proper operation of controls relating to the operational areas entrusted to them. 3.10 Maintenance of accounting and management information Every act or transaction of any kind carried out by Recipients must be supported by adequate documentation and be reasonably verifiable. Information included in periodic reports and/or in general and management accounting must comply with the principles of transparency, fairness, completeness and accuracy. Recipients who become aware of omissions, falsifications or negligence in information and supporting documentation must report the facts to their supervisor, if they are employees, or to the internal contact person, if they are third parties.
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4. ETHICAL RULES IN RELATIONS WITH THIRD PARTIES 4.1 Customers Each Recipient, in managing customer relationships and in compliance with internal procedures, must seek to ensure the highest level of customer satisfaction by providing, among other things, comprehensive and accurate information about the products and services supplied, thereby enabling informed choices. Recipients must not promise or offer payments or goods to promote or advance the Company's interests. Gifts or hospitality are permitted only when their nature and value are such that they cannot be construed as intended to obtain preferential treatment. 4.2 Suppliers Supplier selection and the determination of purchasing terms must be based on an objective and transparent assessment that takes into account, among other things, price, the ability to provide and guarantee an adequate level of service, and the supplier's honesty and integrity. Recipients may not accept gifts, presents or similar benefits unless they clearly fall within normal courtesies and are of modest value. If a Recipient receives an offer of benefits from a supplier, they must immediately report it to their supervisor. 4.3 Shareholders The RES Parent Company undertakes to ensure equal treatment and value creation for all categories of shareholders, avoiding preferential conduct. 4.4 Local communities The RES Parent Company and its subsidiaries intend to contribute to the economic well-being and growth of the communities in which they operate by providing efficient and technologically advanced services. Consistent with these objectives and the responsibilities undertaken toward various stakeholders, the Parent Company and its subsidiaries regard research and innovation as a priority for growth and success. Consistent with the requirements of economically efficient management, RES Group takes into account the social importance of IT services in its decisions and undertakes, to the extent within its power, to promote knowledge and awareness of them. RES Group welcomes social, cultural and educational initiatives aimed at social responsibility, promoting individuals and improving their living conditions, and provides active support where appropriate. Group companies do not provide contributions, benefits or other advantages to political parties or workers' trade union organizations, or to their representatives or candidates, subject to compliance with applicable law. RES Group believes in sustainable global growth in the common interest of all current and future stakeholders. Investment and business decisions are therefore guided by respect for the environment and public health. RES Group takes environmental issues into account when making its decisions and aims to adopt environmentally friendly technologies and production methods, even beyond the requirements of specifically applicable legislation, provided that doing so is operationally and economically sustainable, with the aim of reducing the environmental impact of its activities. 4.5 Market RES Group recognizes the importance of accurate information about its activities for the market, investors and the community at large. Without prejudice to the confidentiality requirements of conducting business, the Group therefore adopts transparency as its guiding principle. In particular, the RES Parent Company and its subsidiaries communicate with the market and investors in accordance with the principles of fairness, clarity and equal access to information. External disclosure of information is governed by specific internal procedures, in line with applicable legislation. 4.6 Relations with Public Administration and Public Institutions Only designated and authorized corporate functions may undertake commitments with Public Administration bodies and Public Institutions. Recipients must not promise or offer payments or goods to public officials or employees of Public Administration bodies or Public Institutions in general to promote or advance the Company's interests. Any Recipient who receives requests or proposals for benefits from public officials must immediately report them to their supervisor, if an employee, or to the internal contact person, if a third party. Recipients who, in the performance of their duties, legitimately deal with Public Administration bodies and Public Institutions are responsible for verifying beforehand, with due diligence, that statements and/or certifications made in the Company's interest are truthful and correct. 4.7 Political and trade union organizations As a matter of principle, the Company does not make contributions to political parties, committees or political and trade union organizations. When a contribution is considered appropriate in the public interest, the Company determines whether it is permissible under applicable law. All contributions must in any event be made in strict compliance with applicable laws and properly recorded. Recipients must recognize that any involvement in political activities takes place in a personal capacity, in their own free time, at their own expense and in compliance with applicable laws. 4.8 Media Relations between the Company and the mass media are entrusted to specifically designated corporate functions and must be conducted consistently with the communications policy defined by the Parent Company. Participation, in the name of or on behalf of the Company, in committees and associations of any kind, whether scientific, cultural or professional, must be duly authorized and formally documented in writing, in compliance with procedures. Information and communications provided must be truthful, complete, accurate, transparent and consistent with one another. 4.9 Internal control system The efficiency and effectiveness of the internal control system are prerequisites for conducting business activities in accordance with the rules and principles of this Code. All Recipients of the Code are therefore called upon to help ensure its optimal functioning. Within the internal control system, particular importance is attached to clearly defining tasks and responsibilities, establishing consistent operational delegations, and ensuring the reliability of accounting and management data. The collection, recording, processing, presentation and dissemination of accounting and management data, in the manner and within the time limits established by applicable law and in accordance with corporate procedures, are a priority objective for every Group company. Achieving this objective, which requires the cooperation of all Recipients of the Code, is primarily the responsibility of the Chairperson, the CFO and those responsible for accounting and management control.
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5. VIOLATIONS OF THE CODE Each Group company undertakes to adopt appropriate procedures, regulations or instructions to ensure that the values expressed herein are reflected in the actual conduct of each company and all its respective employees and collaborators, providing, where appropriate and in compliance with applicable rules, specific disciplinary systems for any violations. Violation of the provisions of this Code undermines the relationship of trust established with the Company and may result in disciplinary, legal or criminal action. In the most serious cases, a violation may lead to termination of employment if committed by an employee, or termination of the relationship if committed by a third party. Employees must promptly report the following to the Parent Company's Ethics Officer, including, where appropriate, through their line manager: - any violations of, or inducements to violate, laws or regulations, the provisions of this Code or internal procedures; - any irregularity or negligence in maintaining accounting records, preserving the relevant documentation or fulfilling internal accounting or management reporting obligations. The Ethics Officer carries out the necessary checks on reports received in order to establish the facts and promote the most appropriate action, including proposing the imposition of sanctions on those responsible, where applicable and in accordance with the procedures laid down by law, collective agreements and contracts. No adverse consequences shall arise for anyone who has made a report in good faith. The confidentiality of the identity of reporting persons is guaranteed in all cases, subject to legal obligations. The Supervisory Committee and the Board of Statutory Auditors are promptly informed of reports received by the Ethics Officer and of the actions subsequently taken. 5.1 Monitoring and updating the Code This Code is reviewed annually and updated where necessary by the Board of Directors of the RES Parent Company, after consulting the Board of Statutory Auditors, the Supervisory Committee and the Ethics Officer, who may submit proposals to the Board of Directors in this regard. |