Code of Ethics and Professional Conduct

Adopted after resolution of July 14th 2017

In compliance with the CODE OF CONDUCT according to the Legislative Decree no. 231 of June 8th 2001 – ANAV approved by the Ministry of Justice on July 3rd 2007

INTRODUCTION

GENERAL

The Code of Ethics, adopted by Geoclima S.r.l., is a set of principles and rules whose observance is of fundamental importance for the proper functioning and improvement of the reliability of the Company. It represents the “Bill of rights and duties” through which the Company:

  • describes its ethical and social responsibilities towards internal and external stakeholders such as: shareholders, employees, partners, suppliers, Public Administration, customers, financial market;
  • seeks forms of balancing and/or points of balance among the multiple interests and the stakeholders’ licit expectations.

The introduction of this Code sets the primary objective of recommending, encouraging or banning specific behaviours, independently of what provided by the Law and of the penal implications of every behaviour. This document is integral part of the Organisation, Management and Control Model and, therefore the violation of this document will imply proportionate penalties.

Individual and collective behaviour of employees and partners must be completely aligned with Company policy and must concretely result in cooperation, social responsibility and observance of current regulations in accordance with the behaviour standard provided by the Code of Ethics.

The introduction of this Code completes and improves the rules provided by the Company regulation, and more precisely by:

  • Code of Conduct of Company personnel;
  • Company regulations for the use of the IT system
  • Quality Management System Procedures

RECIPIENTS

The Code of Ethics is aimed at everybody, both employees and collaborators, who established or will establish any relationships with the Company, either direct or indirect, in a stable or temporary manner and/or in any case operate to pursue the Company’s objectives. They will be referred to below as “recipients”.

Recipients who violate the principles and rules contained in this Code, undermine the relationship of trust established with the Company.

All recipients are required to take note of the Code of Ethics, to contribute to its implementation, its continuous improvement and its diffusion.

The Company undertakes to distribute to all employees, collaborators, customers and suppliers a copy of this Code and to communicate the contents and objectives pursued.

GENERAL ETHICAL PRINCIPLES AND COMPANY MISSION

The principles the company Code of Ethics is based on are as follows:

  • the behaviour of the Company and of the various interlocutors is ethically correct and compliant with national and foreign laws;
  • employees and collaborators’ loyalty to the Company;
  • honesty, courtesy and respect in relationships among colleagues;
  • professionalism and professional diligence;
  • respect for the environment and for the health and safety of employees and collaborators.

The Company strives to give substance to the values and principles contained in the Code, taking responsibility both inwards and outwards and reinforcing trust, cohesion and company spirit. It therefore encourages training, information and awareness actions on the contents of the Code in order to:

  • encourage and strengthen the business culture about shared values
  • spread the rules and the procedures to be followed to abide by the Code
  • extend consent to the basic principles of this Code
  • continuously improve the Code in order to make it increasingly clear and appropriate to the times

The ethical standards of behaviour the Company aims to pursue are as follows:

  • equity and equality in the treatment and recognition of human resources’ value
  • diligence, transparency, legitimacy, honesty, privacy and neutrality in the implementation of the business activity
  • protection of people and environment

This Code of Ethics aims at preventing crimes as provided for by the Legislative Decree 231/01 and at encouraging the communication and the implementation of a corporate culture inspired by the ethical standards defined here above.

This commitment also implies not starting and/or not pursuing any relationship with people who do not share these principles.

The mission of the Company consists in the production, trade and installation of units and plants for the air treatment (air conditioning and refrigeration systems).

Furthermore, the Company wants to give greater solidity and guarantee to the achieved and prospective quality level by obtaining the UNI EN ISO 9001:2015 Quality Certification.

This certification focuses on the organizational and management aspects of the Company with precise references to the internal resources and to the various stakeholders outside the Company, such as customers and suppliers.

In particular, we want to assure that quality, quantity and technical requirements of the products to be ordered are clearly defined, transferred and fully accepted by the supplier; that the production plan is not delayed due to procurement; that the supplier is able to provide the product/service as required and that purchased products comply with the specific requirements.

BEHAVIOURAL RULES AND STANDARDS

GUIDING PRINCIPLES IN THE POLICIES TOWARDS RECIPIENTS

Geoclima S.r.l. is committed to the following principles and objectives:

IMPARTIALITY
Equal opportunities for all employees and partners based on professional qualifications and skills and on performance capabilities, without any discrimination based on ethnicity, religion, political opinion, nationality, gender, age, physical and social conditions.

WORKING ENVIRONMENT
Focus on internal and external working relationships, aiming at preventing sexual harassment and any behaviour that create an intimidating, hostile and isolating working environment for single employees or groups of workers and at preventing any situation that negatively interfere with other people’s work performance and job and/or career chances, and merely based on personal competitiveness.

DEVELOPMENT
Development of abilities and skills of every employee and collaborator through specific training and refresher courses.

HUMAN RESOURCES’ VALUE
Fair and equal treatment based on merit and skills.

PRIVACY
Protection of information about employees and collaborators generated or obtained within or outside the Company and implementation of preventive measure against the improper use of such information.

HEALTH AND SAFETY
Support and protection of employees and collaborators’  health and safety in the workplace. The Company does take into consideration the condition of those who feel uncomfortable in the presence of smoke, without prejudice to the smoking ban in working areas, except in those authorized, marked by specific indications.

Recipients are committed to the following principles and objectives:

RESPONSIBILITY
To provide the service required by the employment contract, consistently with the tasks, objectives and responsibilities assigned, without delegating their own activities or decisions to other employees or collaborators.

DILIGENCE
For employees: to keep to the work schedule except for legitimate reasons and to limit absences from the workplace to those strictly necessary; to devote adequate resources, in terms of time and dedication, to the tasks assigned to pursue the related objectives. For collaborators: to act accordingly to the work environment.

COMPANY CLIMATE
To contribute to a company climate in which everybody, employees and collaborators, are positively involved in the achievement of company goals.

HONESTY
To use goods/devices/resources provided by the Company according their intended use and taking care of them as everybody is responsible for the preservation of goods and resources they have been provided with. Recipients are committed not to us the office telephone line for private use, except for emergency, and comply with the provisions of the Company Rules for the use of the information system, Internet and e-mail. They are also committed not to use Company vehicles for private use and not to carry other people unrelated to the Company without specific authorization from the Company.

PRIVACY
To use of the highest care and attention in the use of private information obtained during their own work. All information and materials obtained during their own work are property of the Company. Recipients are committed not to share, use or communicate without specific authorization information and/or any other news, documents, data etc. related to business activities characterised by privacy.

CONFLICT OF INTEREST
To avoid all situations and activities in which any conflict of interest could arise – between personal economical business and role and tasks in the Company. Should however situations of conflict or potential conflict occasionally arise, the maximum honesty and transparency is required, as well as a prompt communication to the person in charge for the relevant measures.

GIFTS
To accept or offer directly or indirectly acts of courtesy such as gifts, payments and benefits is possible only if they cannot be interpreted as an improper profit for themselves or for the Company. The employee who will receive or donate improper benefit/gifts shall inform the Company.

HEALTH AND SAFETY
Participation in the process and procedure for prevention of risks, protection of the environment, safeguard of safety and health towards the Company, third parties and themselves.

RESPONSIBILITY
Transparency and accuracy of financial report and data are of a great importance. Every employee is required to cooperate so that management activities are correctly represented.

All information that merge in periodic reports or accounting, both general and analytical, must respect the principles of transparency, precision, honesty and accuracy.

Accounting records must be based on precise, provable and comprehensive information. Every accounting record must reflect the nature of the operation, represent its substance and must be based on adequate supporting documentation in order to allow:

  • easy accounting entry
  • identification of different levels of responsibility
  • accurate identification of the operation

Should anyone, both employees and collaborators, know about any falsification of accounting and/or documentation, they must inform the company representative who is then entitled to involve the Supervisory Body.

Should the falsification (or any other misuse) be attributable to the abovementioned company representative, the employee must directly inform the Supervisory Body.

Should the claim be deliberately unfounded, the Company can initiate disciplinary proceedings against the employee (or interrupt the relationship with the collaborator/partner).

POLICIES TOWARDS THIRD PARTIES

Employees and collaborators/partners are required to inform third parties about the Code of Ethics, also sending a copy of it, so that they can adapt their behaviour according to this regulation.

RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS

Every recipient is required to do their job aiming at the maximum customer satisfaction. If required, all recipients should provide assistance and information in a courteous, polite, correct and exhaustive manner.

The selection of suppliers and the definition of purchase conditions must be based on the objective evaluation of:

  • quality of the goods and services required;
  • price of the goods and quality required;
  • capability of the counterpart of providing and promptly guaranteeing goods and services according to the specific requirements of the Company.

RELATIONSHIP WITH THE PUBLIC ADMINISTRATION

Commitments towards the Public Administration must be undertaken exclusively by the authorized Company department.

Recipients must not  promise, offer or accept any payment or goods to/from public officials to promote or facilitate the interests of the Company, unless they are low-value act of courtesy and cannot be interpreted as an improper benefit for themselves or for the Company.

In case of gifts donated or received to/from public officials, the employee/partner shall inform the Company.

In the relationship with the Public Administration (including contacts, requests, negotiation etc.), the Company’s  referent person cannot improperly influence the counterpart’s decisions.

The Company is committed to encourage their employees and partners to behave correctly towards the Inland Revenue.

The Company cannot be represented, in the relationship with the Public Administration, by third parties (such as consultants) if this could cause any conflict of interests. It is the Company’s responsibility to promote the contents and objectives of this Code of Ethics among all recipients (both internal and external) so that that they can apply the corporate ethical guidelines.

During the relationship with the Public Administration (including contacts, requests, negotiation etc.), the following behaviours, both direct and indirect, are forbidden:

  • to examine or propose job or commercial opportunities that could favour public officials;
  • to solicit or obtain confidential information that could compromise the reputation and the integrity of one or both parties;
  • to offer or provide gifts/benefits

RELATIONSHIP WITH POLITICAL ORGANIZATIONS, LABOUR UNIONS AND MEDIA

Geoclima Srl does not distributes any direct or indirect financial contributes to any political organizations, parties, committees, labour unions not to their representatives or candidates.

Relations with press and mass media are kept by the administrative body and will be carried out consistently with the communication policy defined by the Company. All information provided must be truthful, complete, accurate, transparent and homogeneous.

Employees and collaborators/partners must refrain from issuing press and other media representatives and any third party any statement or interview regarding the Company without the authorization of the competent managers.

CONTROLS

The internal control system is made up of the set of tools necessary or useful for guiding, managing and verifying business activities, orienting them towards the achievement of their objectives and adequately contrasting risks.

The control system, as a whole, must provide a reasonable and adequate guarantee of compliance with the laws of the State, internal procedures, company codes. Furthermore, this system must guarantee the achievement of the pre-established objectives, the protection of the Company’s assets and resources, the company’s management according to criteria of effectiveness and efficiency, as well as the reliability of accounting and management information both outward and inward.

The Company undertakes to define a procedural system suitable for reducing the risk of violating the Code, assigning adequate responsibilities and resources to an internal supervisory and control body so as to be able to draw up the appropriate guidelines to be implemented in the various company departments.

VIOLATION OF THE RULES OF THE CODE OF ETHICS

The rules contained in the Code of Ethics integrate the behaviour that the employee is required to observe, by virtue of the civil and criminal laws in force and the obligations provided for by collective bargaining.

The violation of the Code of Ethics violates the relationship of trust established with the Company. This violation is assessed as non-fulfilment of the contractual obligations of the employment relationship or professional collaboration, pursuant to Art. 2104 of the Civil Code, and may lead to disciplinary, legal or criminal actions. In the most serious cases the violation can lead to the termination of the employment relationship, if committed by the employee, or to the interruption of the partnership, if it is carried out by a collaborator or third party (supplier etc.).

DISCIPLINARY SYSTEM

MEASURES TOWARDS ADMINISTRATORS AND STATUTORY AUDITORS

In case of violation of the model or adoption of behaviours and/or acts that conflict with the provisions or principles of the Organization, Management and Control Model (MOG), by Directors and/or Statutory Auditors of Geoclima Srl, the Supervisory and Control Body informs the administrative and control body (Board or single auditor), who will take steps to take the most opportune initiatives, such as the convening of the Shareholders’ Meeting for the adoption of more suitable measures permitted by the law and/or by the individual contract. Without prejudice to the exercise of any action that company law provides for members of top management (revocation and liability action), the disciplinary sanctions against them may consist of a formal reminder (censorship), automatic mechanisms of suspension of the charge for a given period, in the suspension of the charge is subject to approval or administrative organ determination, in disavowal of independent quality administrator, depending on the seriousness of the violation.

MEASURES TOWARDS OUTSIDE SUBJECTS

Considering that for the purposes of the Organization, Management and Control Model, outside/freelance activities are relevant as they are connected to GEOCLIMA by virtue of contractual relationships. In this regard, any behaviour of external collaborators (companies, consultants, partners, various independent collaborators, etc.) that is in contrast with the lines and rules of conduct indicated in the model, previously notified in a formal manner, and/or such as to entail the risk of committing one of the crimes for which the administrative liability of the bodies is foreseen, this determines the consequences envisaged by the contract in terms of penalties, penalties and resolution of the negotiating tie. To this end in all contracts (supply, partnership, tender, etc.) specific clauses are included, so that to ensure the suitability of the behaviours prescribed in the Model by external collaborators.

MEASURES TOWARDS THE MANAGEMENT

In case of violation of the present Organisation, Management and Control Model by the management or of adoption, in the performance of activities in the areas of risk, of behaviours that do not comply with the provisions of the Model, or in case the management allows their subordinates to adopt behaviours that do not comply with or violate the Model, the most suitable actions will apply, in accordance with the provisions of the current contractual and legal regulations

MEASURES TOWARDS THE EMPLOYEES

The sanctions that can be imposed are those provided for by Title IV of the Regulation, Annex A), Royal Decree 148/1931

IMPLEMENTATION TOOLS

The responsibility for the application of the Code of Ethics is entrusted to the Administrative Body that operates through a specific department called the “Supervisory and Control Body”.

The Administrative Body nominates the Supervisory and Control Body, whose three members can be re-elected and are in charge for three years.

The requirements of the Supervisory and Control Body are as follow:

  • Autonomy and independency – the members do not undertake operative tasks, since this participation could undermine their independent judgements in case of controls or decisions from a financial and economical point of view;
  • Competence – the members shall have the necessary competence to effectively carry out the tasks they are assigned, both from a technical and consulting point of view, as for the specific areas of investigation;
  • Continuity of action – the Body must be able to dedicate the necessary time to perform the assigned tasks

The tasks of the “Supervisory and Control Body” are as follow:

  • Ensure the maximum circulation of the Code of Ethics among all recipients
  • Inform the Administrative Body about the implementation status of the Code at least once a year
  • ensure that the Code of Ethics and the behaviours of employees and partners are consistent and, therefore, ascertain any news of infringement, involving the recipients and the departments involved in the appropriate measures;
  • verify the adequacy of the Code and the rules introduced with it to prevent unwanted behaviours
  • analyse the maintenance over time of the soundness and functionality requirements of the Code of Ethics and of the behavioural rules introduced with it;
  • update the Code to keep it always appropriate to the Company’s reality