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Code of Ethics

— Text approved by BoD's as of December 12th, 2013.

FOREWORD

This Code of Ethics (hereinafter, for brevity, also the “Code”) sets out the values and ethically relevant conduct of Beta 80 Group S.r.l. and of the other companies within the Group controlled thereby, namely Beta 80 S.p.A. Software e Sistemi, Betaware S.r.l. and Beta 8.0 Technology S.r.l. (hereinafter, Beta 80 Group S.r.l., and the other companies within the Group will also be referred to together as “Beta 80 Group” or the “Group”).

The Code, adopted by each subsidiary, expresses Beta 80 Group’s overall vision of its business and of its connected social function.

This document is adopted in order to spread the values of fairness, loyalty, integrity and transparency which should guide the actions and conduct of all subjects operating for the Group: to this end, all the companies within the Group undertake to comply with it, to apply it and spread its content, acknowledging its decisive role for the good operation, reliability and reputation of Beta 80 Group. The Code outlines the rights, duties and responsibilities which Beta 80 Group has toward its  stakeholders, these including its directors, employees, collaborators, members, customers, suppliers, the Public Administration and, in general, any third party dealing with Beta 80 Group.

In the light of such role, Beta 80 Group shall promote and spread its knowledge and shall make sure that its provisions are complied with, taking the most appropriate corrective actions in case of need.

The Code, drafted also in accordance with the recommendations set out in the Guidelines of Confindustria, contains general principles which:

  • characterise the ethics of Beta 80 Group;
  • identify the applicable guidelines in the Group’s dealings with any counterparty;
  • represent the regulatory and interpretative reference for the rules of conduct which the Group envisages, promotes, controls and updates for the purpose of their continuous improvement.

1 SCOPE OF APPLICATION

The Code sets out the rules of conduct which should always be respected within the scope of the Group’s business and represents its guidelines for all dealings with colleagues, customers, suppliers, public and institutional organisations, the press and obviously between the Companies within Beta 80 Group.

In its dealings with counterparties, Beta 80 Group undertakes to inform them of the existence of the Code and to give suitable visibility thereto.

The recipients of the Code adopted by Beta 80 Group are its directors. auditors, employees, collaborators, consultants and, more generally, anyone providing a service to the Group: each recipient of the Code is required, for the sections pertaining thereto, to make sure that his/her activity is in accordance with the principles set out herein.

Compliance with corporate rules and procedures as well as with the content of the Code, is an essential part of workers’ contractual obligations within the meaning of art. 2104 of the Italian Civil Code.

Therefore, any breach of the provisions set out in the Code of Ethics will be considered as a violation of the worker’s relationship of trust with the Group and may amount to a breach of the worker’s primary obligations or to a disciplinary offence within the meaning of the applicable laws and National Collective Labour Agreements, with all ensuing effects on the continuation of employment and may, as the case may be, imply the obligation to provide compensation for the damages caused by the breach.

Any breach committed by collaborators, consultants or other professionals will be punishable in accordance with the provisions of their assignments and contracts.

The Code of Ethics is brought to the knowledge of the employees and collaborators of all the Companies within the Group and of all those with whom business is conducted, via the signing of an illustrative memo as regards employees and collaborators (in addition to specific initiatives intended to train staff on the Code and, more generally, the Organisational Model within the meaning of Legislative Decree no. 231/01), and via the signing of specific termination clauses as regards consultants or other professionals involved in the Group’s business.

 

 

2 REFERENCE PRINCIPLES

Beta 80 Group operates to create value for its members, to interpret and meet its customers’ needs as best as possible whilst protecting the Group’s solidity, transparency and professional value.

The Group’s strategies and ensuing operating conduct, based on the efficient use of resources, are thus oriented to this end.

The subjects pursuing the Group’s objectives act in accordance with the following guiding principles:

  • the Group’s essential principle is its compliance with all the laws and regulations in force in all the countries in which it is active;
  • everyone’s conduct and dealings, at all corporate levels, should be based on the principles of honesty, fairness, transparency, confidentiality, impartiality, due care, loyalty and mutual respect;
  • all those acting for the Group should avoid activities, including occasional activities, which may give rise to a conflict with the Group’s interests or which might prevent them from taking decisions that are consistent with corporate objectives;
  • all operations and transactions should be duly recorded, authorised, verifiable, legitimate, consistent and appropriate;
  • dealings with the Public Administration and, in general, with public entities, as well as with private business parties, should be based on full compliance with the rules in force and with the principles of impartiality and fairness;
  • all the standards laid down by law should be pursued, monitored and constantly maintained in the conduct of business so as to ensure safety in the workplace and workers’ safety, enforcing effective risk-reduction policies by taking preventive, training and monitoring measures.

 

These principles are operating standards and should be systematically and strictly applied in every corporate field and in relation to all activities and initiatives.

Please find below a number of relevant situations – listed by mere way of example and not exhaustively – in which the aforesaid principles should be strictly applied.

 

 

2.1 Relationships with Customers

Our customers and the fulfilment of their needs are a primary objective for Beta 80 Group: the attainment of this objective should be pursued in full accordance with the Group’s rules of conduct.

To this end, the Group undertakes to pursue its promotional activities by adopting specific procedures and rules, so as to promote the correct and full understanding of the characteristics of the services offered.

In order to check the level of customer satisfaction, which is an essential asset, the Group implements systematic controls through its internal departments.

Any complaints are duly and promptly managed and represent an opportunity to introduce organisational and procedural improvements.

 

 

2.2 Relationships with Suppliers

Goods and services are procured according to the offers put forward by qualified suppliers and also in the light of their capacity to provide an ongoing and effective customer service.

All supplies, including works contracts and consultancies, are thus suitably and previously formalised and documented in an appropriate computer file.

 

2.3 Human Resources

The human capital represents a strategic resource for Beta 80 Group with which it can develop and guarantee products and services and create value.

Beta 80 Group’s staff selection decisions are based on pre-established procedures and rules that are directly assessed by Staff Management. Upon the commencement of their employment and throughout its duration, staff receive clear information on regulatory and pay-related issues and receive all necessary instructions to duly perform their duties, also in relation to safety in the workplace and workers’ safety.

Confidential information concerning staff is processed in accordance with the applicable rules in force and with methods that guarantee its utmost transparency to the persons concerned and that prevent third parties from having access thereto, except for justified and exclusive work reasons.

All employees and collaborators of the companies within the Group undertake to perform their duties with transparency, due care, professional quality and with a customer-focused approach, in compliance with the corporate values of the Code of Ethics. To this end, all employees and collaborators undertake to give formal notice to Management of any assignments in favour of third parties, whether existing or simply offered by legal or natural persons, in order to allow for the assessment of any potential conflict of interest.

The Group intends to ensure work conditions that foster relationships between colleagues that are based on personal respect, fairness, loyalty and collaboration.

Every department manager, with his/her own conduct, should be an example for his/her direct collaborators and should make sure they understand that compliance with the provisions set out in the Code of Ethics is essential for work quality.

 

 

2.4 Administrative and accounting management

The Group’s book-keeping is in accordance with standards of fairness, transparency and completeness  Truthful data, corresponding to the actual nature of the operations recorded, must be entered in the Group’s books and records.

All the Group’s departments are required to offer their utmost collaboration so that management operations are duly and promptly represented in the accounts.

Adequate supporting documents should be kept for all accounting entries relating to a given transaction. Such documents must allow for the identification of the reasons for the transaction that generated the relevant entry and the corresponding authorisation.

 

 

2.5 Relationships with members, external auditors and internal auditors

Relationships between the directors of the companies within the Group and their members, external auditors and internal auditors are based on utmost collaboration, fairness and transparency.

To this end, it is strictly forbidden to make false or misleading representations to any members, external auditors or internal auditors.

The Group’s directors, employees and collaborators undertake to provide the data required to ensure correct and adequate information to the aforesaid subjects.

 

 

2.6 Relationships with the Public Administration and the Supervisory Authority

The Group’s relationships with the representatives of Public and Supervisory Authorities are based on standards of transparency, fairness and professionalism, in a spirit of utmost collaboration.

  • Specifically, in the light of the nature of the Group’s relationships with public entities and in order for the aforesaid principles to be respected:
  • it is forbidden to offer money or gifts to executives, civil servants or employees of the Public Administration or of public service providers acting under concession contracts or to their relatives or in-laws, whether Italian or from other countries, and to foreign subjects who are to be considered as public officials according to Italian law, unless these are free gifts or benefits of little value. In order to avoid any inconsistent or excessively discretionary interpretation, the Board of Directors establishes, after hearing the Supervisory Body, the maximum amount of what should be considered as of “little value” and identifies and adopts the procedures with which such free gifts and/or benefits are to be granted;
  • it is forbidden to offer any good, service, performance or favour of value so as to obtain a more favourable treatment in any dealing with the Public Administration. In the Countries in which the offer of free gifts to customers is a commonly ascertained and widespread practice, such gifts can be given only if they are appropriate and of little value and always in accordance with the law and subject to the Board of Directors’ prior authorisation. This should never be construed as intended to obtain a favour;
  • in case of any negotiation, request or dealing with the Public Administration, the designated staff shall not seek to unduly influence the counterparty’s decisions, including those to be taken by any officials negotiating or taking decisions on behalf of the Public Administration, neither shall they act as follows, either directly or indirectly:
    • they shall not assess or present employment and/or business opportunities that can benefit Public Administration representatives;
    • they shall not solicit or obtain confidential information that can prejudice the integrity or reputation of either party, except as permitted by law;
  • should the Group be represented by a “third party” in its dealings with the Public Administration, the corresponding letter of appointment or collaboration contract shall expressly impose on the consultant the same rules and procedures laid down for employees. In any case, the Group may not be represented by “third parties” that have a conflict of interest therewith.

 

 

2.7 Free gifts

Free gifts of little value may be given in accordance with corporate procedures, which establish suitable authorisations by the relevant departments. Specifically, the Board of Directors establishes, after hearing the Supervisory Body, the maximum amount of such free gifts and the procedures with which they can be offered.

In any event, free gifts shall not be considered as intended to unduly acquire any benefits.

In turn, all employees and subjects pursuing the Group’s interest shall not accept any free gifts or performances from any subjects with which they deal in connection with their duties, where these go beyond customary limits or where they are, in any event, not in accordance with the rules in force. In these cases, each employee or collaborator shall refuse or return the gifts received.

Anyone who becomes aware of any violation of this regulation, is required to promptly inform the Supervisory Body.

 

 

2.8 Anti-corruption

An essential principle for Beta 80 Group is its compliance with the rules and regulations in force, among which anti-corruption regulations play a fundamental importance.

Beta 80 Group intends to operate honestly and ethically in the pursuit of all its business operations.

To this end, in the relationship with its Customers, Beta 80 Group prohibits corruption in all its business operations and in all the countries it is active in. This policy applies to all transactions between Beta 80 Group and any other subject, regardless of whether the Customer is a Public Administration or a private company.

All employees, collaborators and, more generally, all those who operate on behalf of Beta 80 Group are required not to make, offer or accept bribes, payments or any good of value for the purpose of unlawfully obtaining or maintaining contracts, business relations, government authorisations, tax or customs allowances or guaranteeing any other undue business advantage to the Group, both in their relationships with entities and with single individuals.  Bribes and other types of unlawful payments or benefits are prohibited, even if they amount to widespread business practices adopted by third parties in the country in which Beta 80 Group operates.

 

 

2.9 Communications to the outside world and competing Groups

Relationships with the media are reserved to the departments in charge thereof.

All employees and collaborators shall refrain from releasing statements or interviews to the media regarding the Group’s business or its organisation without the Board of Directors’ prior authorisation.

Likewise, all the employees and collaborators of the Companies within the Group shall refrain from contacting, whether formally or informally, whether directly or indirectly, any competing companies or persons related thereto or from releasing statements on the Group’s business and shall inform Management if they receive requests to this end.

All the employees and collaborators of the Companies within the Group shall refrain from disclosing corporate information to third parties and shall manage any information received in the course of their duties on behalf of the Group in accordance with its procedures and within specific dedicated rules. They also undertake to use the means of communication made available by the Group solely for work reasons and in accordance with the rules in force.

 

 

2.10 Health and Safety

Beta 80 Group views the safety, physical and moral integrity of all those who operate to attain strategic corporate objectives as a fundamental value. To this end, it undertakes to promote compliance with the rules in force and with all corporate provisions on health and safety at work, making sure that the adoption of prevention and protection measures is strictly in accordance with the principle of effectiveness and taking steps to improve work conditions according to the highest available standards.

All subjects operating at Beta 80 Group are responsible, each for their own duties and scope of activity, to ensure safety in the workplace and workers’ safety, complying with statutory provisions and with the instructions given, avoiding any hazardous conduct for themselves or others, and promptly reporting any hazardous situation.

All measures adopted and actions taken must be assessed and implemented in accordance with the following standards:

  • risks should be avoided, assessing, in case of avoidable risks, the adoption of solutions that can contrast such risks right from their inception;
  • human work should be suited, specifically in relation to the creation of work places and the selection of work tools and work/production methods;
  • the level of technical progress should be taken into account;
  • what is dangerous should be replaced with what is not dangerous or with what is less dangerous;
  • prevention should be planned, also in relation to activities carried out at third parties’ facilities, checking the effective implementation of the principles of coordination and cooperation between the various parties involved;
  • priority should be given to collective protection measures over individual protection measures;
  • adequate instructions should be given to workers.

 

 

2.11 Environmental protection

Beta 80 Group considers the environment as a primary asset and undertakes to promote its protection and respect by all its stakeholders.

Therefore, the Group pursues the goal of effective corporate management at conditions that are compatible with environmental protection. The principles guiding corporate management are:

  • to avoid any type of pollution;
  • to optimise the use of resources.

 

To this end, Beta 80 Group undertakes to give priority to the use of cutting-edge and environment-friendly means and technologies.

 

 

2.12 Confidentiality and protection of corporate assets

Confidentiality is a fundamental value for the Group.

All directors, employees, collaborators, consultants and, more generally, all those who operate to attain the Group’s objectives cannot disclose or misuse confidential or privileged information acquired in the performance of their duties.

Corporate confidential information is managed according to specific procedures, which make sure it is disclosed only to the persons concerned and for purely corporate reasons.

Those who operate on behalf of Beta 80 Group are responsible for the protection and preservation of any corporate assets granted thereto in any capacity for the fulfilment of their duties or professional assignments.

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