CODE OF ETHICS

1.Purpose and scope of the Code 

The aim of the Code of Ethics is to promote, both within and outside the Company, a culture of lawful conduct and fairness in the performance of services and business activities, by defining a risk management and control system designed to prevent instances of non-compliance and help improve the Organization's business and environmental performance, and occupational safety ethics.
The principles set out herein are translated into requirements that are contained in the Corporate Governance Policy (CGP).
In response to the principle of CGP improvement, SEFO S.r.l. systematically assesses and reviews its performance in reaching the set goals.
The scope covers the whole SEFO S.r.l. Organization, its work and administrative processes, the relevant workplaces, equipment, and all personnel, regardless of the type of contract they have with SEFO S.r.l..
This Code also applies to external organizations who find themselves working with SEFO S.r.l., in accordance with the methods and terms defined in the Code of Ethics in question.

2.Code management procedure

2.1.Adoption 
The Code of Ethics is approved by SEFO S.r.l.'s MD on the date given on the title page.
Pursuant to art. 2104 of the Italian Civil Code, this Code of Ethics contains rules for the performance and discipline of work within the Organization.
In addition to in-house personnel, any independent parties planning to have dealings of a technical, business or administrative nature with SEFO S.r.l. are required to state that they, in turn, are familiar with, share and intend to comply in full with the requirements set out herein (temporary clause: "Organizations/individuals who already have dealings with SEFO S.r.l. have two months, from the date they receive this Code, to provide SEFO S.r.l. with their full acceptance of said Code.") Should they instead fail to comply with the Code of Ethics, this shall be cause for termination of any business dealings on the grounds of default.
SEFO S.r.l. sets out the following strategic rules:
  • SEFO S.r.l. shall not engage in or continue to have any dealings with contractors, consultants or independent parties who fail to comply with the rules given herein;
  • SEFO S.r.l. maintains effective and efficient management and organization aimed at ensuring compliance with the rules of conduct and preventing any breach of the law and the rules set forth.

2.2.Distribution 
SEFO S.r.l. undertakes to provide stakeholders with evidence of the existence of an internal CGP that complies with the provisions set forth herein The Code of Ethics is public, is posted on the noticeboard and displayed in the workplace, is used for training purposes, and can also be posted online.
SEFO S.r.l. will see that any doubts around the Code of Ethics and CGP are removed.
In addition, the Code of Ethics is delivered to members of the Board of Directors, to all executive personnel (internal, external, etc...), to participants of any JVs, to sales agents, to auditors, to auditing firms, to Members, to new employees, etc.

2.3.Updates 
This Code has no expiry date and is updated on an as-needed basis.
A Board decision is needed to approve the Code of Ethics, and any amendments or additions, which may also result from suggestions by the Oversight Body.
While the ultimate responsibility rests with the MD, said director can task other individuals with management of the Code of Ethics and CGP.
The Code of Ethics is reviewed at least annually by the MD.

3.Dealings with the various stakeholders

3.1.Dealings with internal stakeholders
Internal stakeholders are:
  • top management (members of the Board of Directors, authorized representatives, senior executives);
  • in-house managers;
  • subordinates (employees in administrative roles, engineers, in-house staff with any qualification, etc...);
  • independent contractors (consultants, independent professionals);
  • Members.
Each recipient of the Code of Ethics must be familiar with the standards set out and comply with them; and is also required to report any breaches of said standards in any of the areas given below, and is required to collaborate with the parties tasked with managing the CGP; while business conduct of an intimidatory or retaliatory nature will not be tolerated.
 
3.1.1.False testimony – connivance 
No member of SEFO S.r.l.'s top management shall exert pressure of any kind on individuals summoned to testify before the courts. In addition, nobody from SEFO S.r.l. shall interfere with an ongoing investigation into its directors, authorized representatives, senior executives, employees, suppliers or customers, or help anybody to evade investigations conducted by the authorities or refuse to help with their inquiries.

3.2.Transparency of accounting data 
All employees and contractors are required to collaborate in correctly providing the company with the data required for accounting purposes.
All SEFO S.r.l. accounting records are transparent, truthful, detailed and complete. SEFO S.r.l. ensures that it gives a reliable picture of its financial results, assets and liabilities, and its financial state, in its internal documents, financial statements, and communications with Members and external stakeholders.
All supporting documentation is traceable, and consistent with all accounting records.
Anyone binding the company to a commitment to a party of any kind shall do so observing the principles of fairness, cost effectiveness, quality and lawful conduct and following a procedure that makes it possible to verify the stages at which decisions were made and permission granted.
The Company condemns the handling of stolen goods, money laundering, self-laundering, and the investment of the proceeds of crime.
Business and financial management is clear (transparent and easy to understand), truthful (and reliable when it comes to estimates), correct (in full compliance with the law and regulatory requirements) and conducted in the spirit of business continuity.
 
3.2.1.Public funding 
Applications for public funding (funds, grants, etc.) are made with truthful statements, with no omissions or falsification of information; the use made of all funding is monitored and is in line with the funding application.

3.3.Internal resources
Each individual is responsible for the resources assigned to them, and nobody shall use them for their own personal use, misuse them, or use them for any purpose other than the original intended purpose. Said resources include documents, information, data and all vehicles and machinery, and online, HW and SW systems: papers, personal computers, devices, vehicles, equipment, etc. Each individual is required to refrain from any conduct that might damage internal or external resources, including customer-supplied resources, to which they have access.

3.4.Dealings with external stakeholders 
SEFO S.r.l. adheres to the rules of fairness, transparency and verifiability in its dealings with all external stakeholders.
 
3.4.1.Dealings with Government Bodies 
It is prohibited to promise or offer, either directly or indirectly, anything of value to any individual working for the Government, for the purpose of securing an unlawful benefit for the Company.
Dealings with Government Bodies and their employees are defined by a specific internal procedure entitled "Dealings with Government Bodies" that all SEFO S.r.l.'s employees, consultants and members who might have any dealings of any kind with Government Bodies are required to comply with.
Intermediate customers, like city-owned companies or Government subsidiaries, are handled according to the same criteria adopted for "Government Bodies".
Dealings with Government Bodies are not limited to business dealings, and instead also include dealings for any reason: conducting inspections, granting permits, etc.
The MD is in charge of handling dealings with Government Bodies. Dealings with external stakeholders may also be handled by other individuals — nonetheless appointed by the MD — for example, for the purpose of communications relating to environmental, health and safety, and ethical matters. Where appropriate, the Company's workers are also involved — this may be through their representatives — as prescribed by the legislation in force, by Italy's collective agreements, and by the Company's own internal procedures.
 
3.4.2.Conflict of interest 
All employees, senior executives, directors, authorized representatives and consultants are required to maintain a standard of conduct that will not, potentially or otherwise, result in a conflict with the goals and interests of the Organization, and are required to report to the MD or the Board any situations where there is a possibility of it being incompatible with the requirements of Government Bodies (or publicly controlled corporations).
 
3.4.3.Conduct with institutional bodies 
Any forms of communication with Italian Government or International institutions outside those handled by explicitly appointed people (see below) are used solely for reference purposes and for assessing implications for the Company.
More specifically, in order to ensure the utmost clarity, any dealings with persons in charge of a public service shall be handled only by contact people who have been explicitly appointed by the Company.
The conduct of the above-mentioned contact people must be informed by criteria of fairness and honesty, and always meet the Institutions' standards.
More specifically, when dealing with Government Bodies, it is prohibited to offer gifts or money to Government Senior Management, Civil Servants or other Government Employees, or their relatives, whether working for Italian or foreign governments.
The Company regards as acts of bribery both illegal payments made directly to Italian individuals and/or bodies or their employees, and such payments made through individuals acting on their behalf in Italy or another country.
It is prohibited to offer and/or accept any item, service or favour in order to obtain or procure favourable treatment in respect of any dealing engaged in with Government Bodies.
During the course of any business negotiation, application and/or other dealings with Government Bodies, no person with the Organization shall engage (directly or indirectly) in any of the following acts:
  • consider and/or propose business and/or job opportunities that might result in personal gain for Government Employees;
  • offer and/or supply gifts (of any type or nature);
  • solicit and/or obtain privileged information that might compromise the integrity or reputation of one or both Parties. 

3.4.4.Offering of business courtesies 
A business courtesy — whether it be a gift, gratuity, benefit or anything else of value — may be offered only where it cannot be interpreted as an attempt to gain an unfair advantage.
Any individual receiving gifts that cannot be attributed to normal acts of courtesy is required to advise their superior without delay.
Whatever the case, regardless of the duty of reporting, the above-mentioned individuals are required to turn down the thing of value promised or offered, whether promised or offered to them or to a member of their family.
 
3.4.5.Handing of data 
Information and data are handled in compliance with the law and regulatory requirements; computerized handling is monitored, and regular protection and security standards are adopted.
 
3.5.Dealings with the end user 
Regardless of the type of customer — be it a private individual, company or public entity — SEFO S.r.l. observes the rules of transparency and business fairness, pursues continual improvement of the quality of its processes, and ensures that its service meets the highest standards of quality and service, as set out in orders, specifications, standards, and applicable laws.
SEFO S.r.l. designs, manufactures and sells products without engaging in the counterfeiting or alteration of patents, industrial designs or models, whether Italian or foreign; suitable investigations are conducted beforehand as part of the research and development process; SEFO S.r.l. does not place products featuring altered trademarks or logos in the market.
All operators are required to adhere to internal procedures setting out how to interface correctly with users, how to help ensure a prompt response to user requirements and, at the same time, how to fulfil their job responsibilities and corporate duties of confidentiality and competence.

3.6.Dealings with suppliers (and business partners) 
The Company ensures that dealings with customers and suppliers are conducted in compliance with the law and adhering to the general principles of the Code of Ethics.
More specifically, dealings should be conducted fairly, courteously and helpfully.
In dealings with suppliers, pre-selection processes are based on professional integrity criteria and on an objective comparison of competitiveness, avoiding any form of favouritism and/or discrimination.
SEFO S.r.l. monitors supplies, analyses the performance of its suppliers and, through the MD or authorized representatives, conducts supplier assessment and qualification at least annually.
The provisions of the Code of Ethics apply to all SEFO S.r.l. suppliers and constitute contract terms and conditions in any supply contract.
SEFO S.r.l. shall not engage in or continue to have any dealings with suppliers or business partners who fail to comply with said terms. Failure to comply with these terms thus constitutes a breach of contract.

3.7.Dealings with countries outsde Italy 
Business with parties outside Italy is based on full compliance with the law and regulatory requirements of the countries in question — which entails transparency around the characteristics of the products sold; compliance with all applicable import and export obligations and restrictions; compliance with all tax regulations in force; and, where applicable, employing the services of professionals qualified in importing and exporting.

4.Standards of conduct 

Business is conducted in a complex social fabric that involves multiple parties, both within and outside SEFO S.r.l.: the stakeholders. The term stakeholders refers to: internal parties, such as employees, managers, directors and members; external parties, such as customers, suppliers, associations, Institutions, and so on. 
The primary goal is not just to achieve high levels of performance in terms of quality and the environment, as well as occupational health and safety, and ethics, but also to ensure that all Stakeholders are made aware of this goal.

4.1.Duties concerning information 
All the Organization's directors and employees work together to provide clear and comprehensive information, to maintain a standard of conduct informed by the principles of fairness and transparency.
Each operation, whether financially significant or not, is recorded, authorized, verifiable, legitimate, consistent and appropriate.
The MD ensures that the Organization's bodies all operate in compliance with provisions of the law and the terms of the articles of association.
All SEFO S.r.l. executive and operational functions ensure that they collaborate to the fullest extent with the Oversight Body, which is in charge of requesting information or documentation; while the Oversight Body is tasked with providing clarification around any aspect regarding this Code.

4.2.Social Responsibility 
SEFO S.r.l. uses all means at its disposal, and does everything in its power, to:
  • make all individuals aware of their respective responsibilities;
  • refrain from using and/or encouraging in any way any form of forced labour, or employing the services of foreign workers not in possession of a residence permit;
  • repudiate any form of discrimination;
  • repudiate human trafficking;
  • ensure the correct and shared use of disciplinary practices;
  • apply permitted working hours;
  • apply recognized and approved wage criteria.

4.3.Work 
SEFO S.r.l. employees:
  • are selected without discrimination of any kind, checking requirements and compliance with foreign worker laws;
  • are hired with a formal contract of employment and
  • enjoy employment conditions that meet the requirements of Italy's collective agreement and comply with social security, tax and insurance regulations.
The Organization's employees and contractors, Members, and external suppliers, in the performance of their duties, ensure that every operation is correctly recorded, verifiable, consistent and appropriate. They are also required to comply with all work, social, occupational health and safety, privacy and personal data protection requirements.

4.4.Health and safety (Occupational Health and Safety policy) 
SEFO S.r.l. is committed to meeting all legal requirements and all Stakeholder requirements, both implicit and explicit, and this extends to the prevention of workplace accidents, more specifically:
  • assessing risks that cannot be eliminated altogether, and planning a suitable occupational safety programme;
  • eliminating or reducing risks to health and safety — of workers and all other stakeholders — associated with the activities carried out;
  • providing in-house workers with suitable personal protective equipment;
  • issuing suitable instructions to employees and other identified stakeholders;
  • supervising the application of the safety measures adopted;
  • ensuring compliance with Italian corporate governance rules and with this Code of Ethics;
  • providing all in-house workers with instruction and training, and promoting awareness, so that they are in a position to perform their jobs safely and take on their Occupational Health and Safety responsibilities, advising them of the various possible implications of deviating from the prescribed procedures;
  • ensuring that all personnel — according to their individual functions and skills — play a part in meeting safety objectives;
  • ensuring that workplaces, work methods and organizational aspects are designed so as to protect worker health, company assets, third parties, and the community in which the Company operates;
  • promoting operator engagement and consultation;
  • protecting workers from retaliation following the reporting of accidents, hazards, risks and opportunities;
  • ensuring information on company risks reaches all in-house workers and independent operators;
  • ensuring that workers and contractors (of whatever kind) receive refresher training, specifically focused on the tasks performed by each;
  • ensuring that whatever needs emerge during the course of work activities are addressed quickly, effectively and diligently;
  • promoting cooperation between the various company resources, and collaboration with the various stakeholders;
  • ensuring that the goal of preventing accidents, injuries and work-related illness is an integral part of the way individual activities are handled;
  • providing safe and healthy working conditions in order to prevent work-related injuries and illness;
thus, SEFO S.r.l. is committed to maintaining, and reviewing this Code of Ethics and the management system at regular intervals, to ensure they are consistent and can be applied properly, and constantly improving health and safety conditions by adopting an appropriate CGP.
The aim is to develop a culture of safety within the Organization, through tools like prevention, promoting awareness, and engaging each operator.

4.5.Environment (Environmental policy) 
SEFO S.r.l.'s activities are carried out in compliance with the environmental legislation in force, with specific reference to the issue of waste and wastewater management.
Special care is taken to comply with administrative requirements in the management of environmental practices, and to protect and care for Italy's natural environment, in both routine and non-routine activities.
SEFO S.r.l. uses all means at its disposal, and does everything in its power, to prevent any possible instances of non-compliance by establishing a CGP defined with internal procedures, responsibilities, controls and periodic monitoring.
Information, motivation, training, empowerment and accountability initiatives are undertaken to encourage personnel to engage in suitable conduct.
Environmental service providers/partners are qualified and monitored.

5.Implementation and control system 

The Code of Ethics principles are incorporated into the terms governing employment.
Consequently, any employee, senior executive, authorized representative or director who violates the provisions of the Code of Ethics may have disciplinary sanctions imposed on them, in full compliance with the law, Italy's national collective agreement, and applicable specific trade agreements.
With its Corporate Governance Policy, SEFO S.r.l. has defined an operation monitoring and traceability system. Every individual — within the sphere of their relevant tasks — is responsible for ensuring that the control system defined operates correctly.
It is the duty of the Oversight Body to monitor and assess the control processes and report risks.
The Oversight Body collaborates with other oversight bodies within the company: with the Auditor and Audit Committee.
Anyone with SEFO S.r.l. who becomes aware of a situation that is unlawful or in breach of the principles of the Code of Ethics, even only potentially so, is required to report it to the Oversight Body immediately.
Various other information channels are open and can be accessed: the relevant people in charge, and the Health and Safety Representative (designated company doctor and all other occupational health and safety officers required under Italian law (D.Lgs.81)).
Failure to fulfil the duty of reporting may result in disciplinary sanctions being imposed.
The reports received are dealt with by the Oversight Body confidentially, ensuring the anonymity of the whistleblower where requested.
The Oversight Body assesses the reports and suggests possible courses of action (if any) to the Board, consulting the whistleblower and/or the person responsible for the violation, explaining the reasons for its decisions.
Any sanctions are determined based on the Company's disciplinary system.

6.Reference documents 

This Code of Ethics refers to the "Guidelines for the compilation of corporate governance policies pursuant to Italian legislation (D. Lgs. 231/2001) as approved by the Confederation of Italian Industry (Confindustria)", published by Confindustria in 2021.