Document Nature: Final Issuance
Approval: 26/10/2021
Revision: 02

INDEX

  1. INTRODUCTION
    1.1 PURPOSE OF THE CODE OF ETHICS
    1.2 SCOPE OF APPLICATION AND RECIPIENTS OF THE CODE OF ETHICS
    1.3 MISSION
    1.4 ETHICAL VISION
    1.5 ETHICAL BEHAVIOR
    1.6 THE VALUE OF REPUTATION AND FIDUCIARY DUTIES
    1.7 THE VALUE OF RECIPROCITY
    1.8 CODE OF ETHICS AND LEGISLATIVE DECREE 231/01
    1.9 STRUCTURE OF THE CODE OF ETHICS
    1.10 CONTRACTUAL VALUE OF THE CODE
    1.11 UPDATES TO THE CODE
  2. GENERAL PRINCIPLES
    2.1 COMPLIANCE WITH LAWS AND REGULATIONS
    2.2 RESPONSIBILITY
    2.3 HONESTY
    2.4 IMPARTIALITY
    2.5 FAIRNESS
    2.6 CONSISTENCY
    2.7 TRANSPARENCY
    2.8 CONFIDENTIALITY
    2.9 EFFICIENCY
    2.10 INVOLVEMENT AND DEVELOPMENT OF EMPLOYEES
  1. 11 PHYSICAL AND MORAL INTEGRITY OF THE INDIVIDUAL
    2.12 SENSE OF BELONGING TO THE TERRITORY
    2.13 INCENTIVE AND MERITOCRATIC SYSTEM
    2.14 FAIRNESS OF AUTHORITY
    2.15 QUALITY OF SERVICES AND PRODUCTS
    2.16 FAIR COMPETITION
    2.17 COMPLIANCE WITH COMMITMENTS
    2.18 ENVIRONMENTAL PROTECTION
  2. BEHAVIORAL CRITERIA
    3.1 GENERAL PRINCIPLES
    3.1.1 HANDLING OF INFORMATION
    3.1.2 GIFTS, PRESENTS, AND BENEFITS
    3.1.3 EXTERNAL COMMUNICATION
    3.1.4 ACCOUNTING RECORDS AND INTERNAL CONTROLS
    3.1.4.1 TRANSPARENCY AND ACCURACY OF ACCOUNTING RECORDS
    3.1.4.2 INTERNAL CONTROLS
  3. 2 BEHAVIORAL CRITERIA IN RELATIONS WITH SHAREHOLDERS
    3.2.1 SHAREHOLDERS
    3.2.2 CORPORATE GOVERNANCE
    3.2.3 RELATIONSHIP WITH SHAREHOLDERS
    3.2.4 ENHANCING SHAREHOLDER PARTICIPATION
  4. 3 BEHAVIORAL CRITERIA IN RELATIONS WITH EMPLOYEES AND COLLABORATORS
    3.3.1 EMPLOYEES AND COLLABORATORS
    3.3.2 RECRUITMENT OF PERSONNEL
    3.3.3 ESTABLISHMENT OF EMPLOYMENT RELATIONSHIP
    3.3.4 MANAGEMENT OF PERSONNEL
    3.3.4.1 PERSONNEL EVALUATION
    3.3.4.2 DISSEMINATION OF PERSONNEL POLICIES
    3.3.4.3 DEVELOPMENT AND TRAINING OF RESOURCES
    3.3.4.4 MANAGEMENT OF EMPLOYEE WORKING HOURS
    3.3.4.5 ENGAGEMENT OF COLLABORATORS
  5. 3.5 INTERVENTIONS ON WORK ORGANIZATION
    3.3.6 HEALTH AND SAFETY
    3.3.7 INTEGRITY AND PROTECTION OF THE INDIVIDUAL
    3.3.8 PROTECTION OF PRIVACY
    3.3.9 DUTIES OF COLLABORATORS
    3.3.9.1 BEHAVIORAL OBLIGATIONS

3.3.9.2 MANAGEMENT OF INFORMATION
3.3.9.3 CONFLICT OF INTEREST
3.3.9.4 USE OF COMPANY ASSETS

3.4 BEHAVIORAL CRITERIA IN RELATIONS WITH CLIENTS
3.4.1 CLIENTS
3.4.2 IMPARTIALITY
3.4.3 CONTRACTS AND COMMUNICATIONS WITH CLIENTS
3.4.4 BEHAVIORAL STYLE OF COLLABORATORS
3.4.5 QUALITY MANAGEMENT
3.4.6 CLIENT ENGAGEMENT

3.5 BEHAVIORAL CRITERIA IN RELATIONS WITH SUPPLIERS
3.5.1 SUPPLIERS
3.5.2 SELECTION OF SUPPLIER
3.5.3 INTEGRITY AND INDEPENDENCE IN RELATIONSHIPS
3.5.4 FAIRNESS IN CONTRACT MANAGEMENT
3.5.5 PROTECTION OF ETHICAL ASPECTS IN SUPPLIES

3.6 BEHAVIORAL CRITERIA IN RELATIONS WITH THE COMMUNITY
3.6.1 COMMUNITY
3.6.2 ENVIRONMENTAL POLICY
3.6.3 RELATIONS WITH PUBLIC INSTITUTIONS
3.6.4 ECONOMIC RELATIONS WITH POLITICAL PARTIES, TRADE UNIONS, AND ASSOCIATIONS
3.6.5 CONTRIBUTIONS AND SPONSORSHIPS

4 IMPLEMENTATION METHODS
4.1 RESPONSIBILITY FOR IMPLEMENTATION
4.2 TASKS OF THE SUPERVISORY BODY IN THE IMPLEMENTATION AND CONTROL OF THE CODE OF ETHICS
4.3 COMMUNICATION AND TRAINING
4.4 REPORTING BY STAKEHOLDERS
4.5 VIOLATIONS OF THE CODE OF ETHICS AND SANCTIONS

1 INTRODUCTION

1.1 PURPOSE OF THE CODE OF ETHICS
This Code of Ethics (hereinafter the “Code of Ethics” or simply the “Code”) expresses the commitments and responsibilities in conducting business and corporate activities assumed by the collaborators (whether administrators or employees) of the companies belonging to the “System Group” world.
The distinctive brand “System Group” represents and gathers around it an important entrepreneurial reality from the Marche region, founded in the 1970s by Mr. Alvaro Boscarini. The companies of System Group have always contributed to the development of the Region, prioritizing local resources and enhancing, through a diversification of services offered over the years, territorial realities, such as the management of Baia di Vallugola or the opening of local agritourisms.
The guiding principles of this entrepreneurial initiative have been consolidated and anchored over the decades, with additional principles added to address new issues and needs that the market and the world around us continuously stimulate.
This Code of Ethics has been prepared to clearly and transparently define the set of values to which the System Group companies are inspired and the principles aimed at guiding behaviors to achieve corporate objectives.
The Code of Ethics is a fundamental tool for carrying out corporate activities, the observance of which is essential for the proper functioning, reliability, reputation, and image of the companies. Its principles constitute the foundations for the success and current and future development of the companies.
For effective application, the Code of Ethics should be understood as a tool aimed at guiding and directing, rather than imposing and sanctioning. A correct interpretation of the Code’s provisions will help each recipient address the issues that arise in daily activities, where ethical issues, organizational problems, and management decisions are closely interrelated.
The administrative bodies of the System Group companies are required to approve the adoption of this Code of Ethics.

1.2 SCOPE OF APPLICATION AND RECIPIENTS OF THE CODE OF ETHICS
The principles and provisions of the Code of Ethics are binding, without exception, for the Administrators, Auditors, Managers, Employees, and all those who, even if external to the Company, establish – directly or indirectly – a stable or temporary relationship with System Group.
All of the above-mentioned parties are collectively referred to as “Recipients.” The Recipients are therefore required to comply with and, within their competence, ensure the enforcement of the principles and provisions of this Code of Ethics.
Under no circumstances does the claim of acting in the interest of the System Group companies justify adopting behaviors that contradict the provisions of this document.
The Code of Ethics is valid both in Italy and abroad, taking into account the cultural, social, economic, and regulatory differences of the various countries in which the System Group companies operate or may operate

1.3 MISSION

The mission of the System Group companies is to generate synergies that allow professionals in the design, management, and construction of networks to identify System Group as a strategic partner for their success.

1.4 ETHICAL VISION

The System Group companies aim to maintain and develop a relationship of trust with their stakeholders, which refers to individuals, groups, or institutions whose contribution is required to fulfill the mission or who have an interest in the activities of the companies.
Stakeholders include those who make investments related to corporate activities, primarily shareholders, and then collaborators, customers, suppliers, and partners.
In a broader sense, stakeholders also include individuals or groups, as well as organizations and institutions that represent them, whose interests are influenced by the direct and indirect effects of the activities of the System Group companies, such as local and national communities where the companies operate (hereinafter referred to as “stakeholders”).
The search for a correct and transparent relationship with stakeholders elevates, guarantees, and protects the reputation of the companies within the social context in which they operate.

1.5 ETHICAL BEHAVIOR

Ethical behavior refers to actions that embody the value system defined in this Code.
In contrast, unethical behavior, which encourages biased and hostile attitudes towards the company, includes actions by individuals or organizations seeking to appropriate the benefits of others’ collaboration by exploiting positions of power.
In conducting corporate activities, unethical behavior undermines the trust between the System Group companies and their stakeholders.

1.6 THE VALUE OF REPUTATION AND FIDUCIARY DUTIES

A good reputation is an intangible and essential resource for the System Group companies.
Externally, it fosters social approval, shareholder investments, relationships with institutions, the attraction of top human resources, customer loyalty, supplier tranquility, and general reliability towards third parties.
Internally, it contributes to making decisions and implementing them without friction and organizing work without bureaucratic controls and excessive exercises of authority.
The Code of Ethics clarifies the specific fiduciary duties of the System Group companies towards stakeholders.

1.7 THE VALUE OF RECIPROCITY

This Code of Ethics is based on an ideal of cooperation for the mutual benefit of the parties involved, while respecting each one’s role.
System Group companies therefore require each stakeholder to act towards them according to principles and rules inspired by a similar idea of ethical conduct.

1.8 CODE OF ETHICS AND LEGISLATIVE DECREE 231/01

Legislative Decree No. 231 of June 8, 2001, titled “Regulation of the Administrative Liability of Legal Entities, Companies, and Associations, Including Those Without Legal Personality, Pursuant to Article 11 of Law No. 300 of September 29, 2000,” introduced in the Italian legal system a regime of administrative liability for entities, for a series of crimes explicitly listed, committed in their interest or advantage by individuals who hold, even de facto, representative, management, or executive functions, or are subject to the direction or supervision of one of these individuals.
However, Article 6 of the mentioned decree establishes that the entity is not responsible for such crimes if it demonstrates that it adopted and effectively implemented, before the commission of the offense, “organizational and management models suitable for preventing crimes of the type that occurred,” within which the establishment of a control body, internal to the entity itself, is foreseen, with the task of supervising the operation, effectiveness, and compliance with the aforementioned models, as well as updating them.
The guidelines promulgated and updated later by various associations highlight how an essential element of the organizational model adopted by entities under Legislative Decree No. 231 of 2001 is the Code of Ethics, intended as an official document of the entity, approved by its highest authority, containing the set of rights, duties, responsibilities, and behavioral rules of the entity towards the so-called “stakeholders,” also independently and beyond what is provided at the regulatory level.
Furthermore, these guidelines identify some fundamental principles that must be contained in a Code of Ethics, referring to behaviors relevant for the purposes of Legislative Decree No. 231/2001:

  • The entity must have as an essential principle compliance with laws and regulations in all countries where it operates.
  • Every operation and transaction must be properly recorded, authorized, verifiable, legitimate, consistent, and congruent.
  • The entity must adhere to a series of basic principles regarding relationships with its counterparts.
    The adoption of the Code of Ethics is of central importance for the correct performance of corporate activities and constitutes, at the same time, an indispensable element in the function of control and prevention of illegal acts that entities are required to adopt under Legislative Decree No. 231/2001.

1.9 STRUCTURE OF THE CODE OF ETHICS

This Code of Ethics consists of:

  • General principles regarding relationships with stakeholders, which abstractly define the reference values in the activities of the System Group companies.

From the conduct criteria towards each class of stakeholders, which specifically provide the guidelines and rules that the Collaborators of the System Group companies must follow to respect the general principles and prevent the risk of unethical behavior;
From the implementation methods, which describe the control system aimed at ensuring compliance with the Code of Ethics and its improvement.

1.10 THE CONTRACTUAL VALUE OF THE CODE

Compliance with the provisions of the Code must be considered an essential part of the contractual obligations of the employees of the System Group companies, pursuant to Articles 2104, 2105, and 2106 of the Civil Code (Diligence of the employee, Obligation of loyalty, and Disciplinary sanctions). Violating the rules of this Code damages the trust-based relationship established with the companies and may lead to disciplinary actions and damage compensation, without prejudice to the workers’ compliance with the procedures set forth in Article 7 of Law No. 300/1970 (Workers’ Statute), collective labor agreements, and the disciplinary system adopted by the company.

1.11 CODE UPDATES

By resolution of the administrative body of each individual System Group company, the Code may be modified and integrated, also based on suggestions and guidance from the Supervisory Body.

2 GENERAL PRINCIPLES

Below are the reference principles representing the fundamental values to which the recipients of the Code must adhere in pursuing the mission. The provisions contained therein have primary and absolute value, and under no circumstances does the belief of acting in the interest of the companies justify behaviors in contrast to the principles of the Code itself.

2.1 COMPLIANCE WITH LAWS AND REGULATIONS

The companies have as an essential principle the respect for laws and regulations in force in Italy and in all countries in which they operate. The recipients of the Code are required to comply with the applicable legal framework.
In no case is it permitted to pursue or realize the interests of the companies in violation of the law.
This principle applies to activities carried out both within the Italian territory and those related to relationships with international operators.
The System Group companies also reject involvement with parties that engage in illicit activities or are financed with illicit capital.
The companies commit to ensuring that relevant parties receive an adequate program of information and training on the Ethical Code.

2.2 RESPONSIBILITY

In pursuing the mission, the behavior of all recipients of this Code must be guided by the ethics of responsibility.
Recipients must carry out their activities with loyalty and effectiveness, fully aware of the direct and indirect effects their work produces.
The System Group companies are committed to promoting awareness and valuing the effects of the production processes for which the human resources involved are responsible.
Each person’s responsibility is greater the higher their authority and discretion in decision-making. Consequently, the dissemination and implementation of this Code depend on the commitment of everyone, especially those holding the greatest decision-making power, whose behavior is seen as exemplary.

2.3 HONESTY

All activities must be carried out in accordance with the principle of honesty, renouncing the pursuit of personal or corporate interests and the commission of acts that violate the applicable laws, this Ethical Code, and internal regulations and procedures.
Situations where an employee, manager, or other recipient could gain undue benefits or profits from opportunities known during the performance of their duties should be avoided.
In no case can pursuing the interests or advantages of the System Group companies justify behavior that is inconsistent with an honest course of conduct.

2.4 IMPARTIALITY

In decisions that impact relationships with stakeholders (relationships with shareholders, selection and management of personnel, organization of work, management of clients, selection and management of suppliers, relationships with the surrounding community and the institutions that represent it), the System Group companies avoid any discrimination based on age, gender, sexuality, health status, race, nationality, political opinions, and religious beliefs of their interlocutors.

2.5 FAIRNESS

In conducting any activity, one must always act in respect of the rights of the interlocutors, commitments made, and avoid situations where those involved in transactions are, or could even appear to be, in a conflict of interest.
This includes cases where a collaborator pursues an interest other than the company mission and balancing the interests of stakeholders, or personally benefits from business opportunities of the company, as well as when representatives of clients, suppliers, or public institutions act contrary to the fiduciary duties associated with their position in their relationships with the System Group companies.

2.6 COHERENCE

Each recipient is committed to consistently applying the values and operational principles of the Company on a daily basis, in every action.

2.7 TRANSPARENCY

The System Group companies are committed to ensuring transparency in corporate management, communication, and information.
All actions and operations must be adequately recorded, and the decision-making, authorization, and implementation processes must be verifiable.
Each operation must have appropriate documentary support to allow, at any moment, the carrying out of checks to confirm the characteristics and reasons for the operation, as well as to identify who authorized, performed, recorded, and verified the operation.
Communication must always follow established procedures, be clear, understandable, timely, truthful, and, if made public, easily accessible to all.

The System Group companies commit to providing complete, transparent, understandable, and accurate information, so that stakeholders can make autonomous and informed decisions regarding their relationships with the companies, being fully aware of the interests involved, the alternatives, and the potential consequences.

2.8 CONFIDENTIALITY

The System Group companies ensure the confidentiality of the information in their possession, avoiding its misuse, and refrain from seeking confidential data, except in cases of explicit and informed authorization and in compliance with current legal regulations.
Furthermore, employees of the System Group companies are required not to use confidential information for purposes unrelated to the performance of their activities.

2.9 EFFICIENCY

The System Group companies are committed to carrying out every work activity with the optimization of the resources used, enhancing them and not wasting them, whether they are human, material, technological, energy, or financial resources.

2.10 ENGAGEMENT AND VALUE OF EMPLOYEES

The employees of the System Group companies are an indispensable factor for success and the achievement of the mission.
For this reason, the System Group companies promote employee engagement in achieving corporate objectives, recognize the professional contribution of individuals in a context of loyalty and mutual trust, and enhance human resources in order to maximize their satisfaction, improve, and increase the skills of each employee. To this end, the establishment of training programs and the assignment of objectives represent the starting point for each employee’s professional growth.

2.11 PHYSICAL AND MORAL INTEGRITY OF THE PERSON

The System Group companies protect the physical and moral integrity of their employees, ensuring working conditions that respect individual dignity and safe and healthy working environments.
The System Group companies recognize the protection of health and safety at work as a fundamental and indispensable priority within their organizational structure.
Consequently, the companies adopt measures that, according to the nature of the activity carried out, experience, and technology, are necessary to protect the physical integrity and moral personality of workers.
The pursuit of advantages for the company, if it involves or could involve the willful or negligent violation of health and safety regulations, is never justified.
Requests or threats aimed at inducing individuals to act against the law and the Ethical Code, or to adopt behaviors harmful to personal moral beliefs and preferences, are not tolerated.

2.12 SENSE OF BELONGING TO THE TERRITORY

The System Group companies contribute to the development of the local area by prioritizing local resources and enhancing, through the diversification of the services offered over the years, local realities. They are aware of the direct and indirect influence their activities can have on the conditions, economic and social development, and general well-being of the community, as well as the importance of social acceptance by the communities in which they operate.
For this reason, the System Group companies intend to conduct activities aimed at achieving their mission with social appreciation, in respect of local and national communities, and support initiatives of cultural and social value in order to improve their reputation and social acceptance.

2.13 INCENTIVE AND MERITOCRATIC SYSTEM

In managing employees and those with ongoing relationships with the System Group companies, an incentive system based on meritocracy and the progressive growth of both the employee and the company is guaranteed. Each company is required to apply such an incentive system.

2.14 FAIRNESS OF AUTHORITY

In managing relationships that involve establishing hierarchical relations, particularly with employees, the System Group companies are committed to ensuring that authority is exercised with fairness and correctness, avoiding any abuse.
In particular, the companies guarantee that authority does not turn into an abuse of power that damages the dignity and autonomy of employees, and that work organization choices preserve the value of employees.

2.15 QUALITY OF SERVICES AND PRODUCTS

The System Group companies direct their actions towards the full satisfaction of their customers, listening to requests that may contribute to improving the quality of products and services.
They are committed to pursuing improvements in quality and innovation of products and services, allocating attention and resources to the use of advanced technologies and innovative techniques.

2.16 FAIR COMPETITION

When correct and fair, the phenomenon of competition leads to the maximization of social utility through economic optimization.
The System Group companies aim to develop the value of fair competition, adopting principles of fairness and healthy competition towards both all market operators and all internal company resources.

2.17 RESPECT FOR COMMITMENTS

The System Group companies aim to conduct their activities by fully respecting commitments made towards suppliers, customers, and their own employees.

2.18 ENVIRONMENTAL PROTECTION

The environment is a primary asset that the System Group companies aim to protect in the execution of their activities. To this end, they commit to managing their processes with environmental protection and efficiency criteria, identifying, managing, and controlling environmental aspects, as well as rationally using energy resources and minimizing emissions, following a development model compatible with the territory and the environment.

3 CONDUCT CRITERIA

3.1 GENERALITIES

3.1.1 HANDLING OF INFORMATION

The System Group companies handle stakeholder information with full respect for confidentiality and the privacy of the individuals involved.

To this end, specific policies and procedures for information protection are applied and constantly updated; in particular, the System Group companies:

  • Define an organization for information processing that ensures the correct separation of roles and responsibilities;
  • Classify information by increasing levels of criticality, and adopt appropriate countermeasures at each stage of processing;
  • Require third parties involved in information processing to sign confidentiality agreements.

The processing of personal data of stakeholders (the so-called “data subjects”) is carried out in accordance with EU Regulation 2016/679 (GDPR) and applicable national laws.

3.1.2 GIFTS, HOSPITALITY, AND BENEFITS

No form of gift is allowed if it could even be interpreted as exceeding normal business or courtesy practices or aimed at obtaining favorable treatment in the conduct of any activity related to the System Group companies.
A gift is understood to be any type of benefit (e.g., free participation in conferences, job offer promises, etc.).
This provision concerns both gifts promised or offered and those received, and there are no exceptions, even in countries where offering valuable gifts to business partners is customary.
In particular, any form of gift to government representatives, public officials, or public service employees, or their families, that could influence independent judgment or induce any advantage is prohibited.
The gifts from System Group are aimed at promoting the brand image of the System Group companies.
Gifts offered, except for those of modest value, must be adequately documented to allow for checks and authorized by the responsible function manager, who must give prior notification. Those who receive gifts or benefits not permitted by the allowed categories must notify the Supervisory Body, which will assess the appropriateness and inform the sender of the company’s policy on the matter.

3.1.3 COMMUNICATION WITH EXTERNAL PARTIES

The communication of the System Group companies with their stakeholders (including through mass media) is based on the respect for the right to information; under no circumstances is it allowed to disseminate false or biased news or comments.
Each communication activity must comply with laws, rules, professional conduct practices, and be carried out with clarity, transparency, and timeliness.
To ensure completeness and consistency of information, relationships with the media should only be handled through coordination with the responsible department or general management.

3.1.4 ACCOUNTING RECORDS AND INTERNAL CONTROLS

3.1.4.1 TRANSPARENCY AND ACCURACY OF ACCOUNTING RECORDS

Accounting records must be transparent, based on truth, accuracy, and completeness of information to ensure the reliability of the administrative-accounting system and the correct representation of the company’s economic, asset, and financial situation in internal documents, financial statements, and other social communications, as well as in information provided to stakeholders. All recipients are required to cooperate to ensure that management data is represented correctly and promptly in the accounting records.
Accounting evidence must be based on precise and verifiable information and fully comply with internal procedures concerning accounting.
Each accounting record must exactly reflect what is supported by the relevant documentation, which must be carefully preserved for possible verification.
No false or artificial accounting entry may be included in the company’s accounting records for any reason. No employee may engage in activities that lead to such illegal actions, even if requested by a superior.
Recipients who become aware of omissions, falsifications, or negligence in accounting records or supporting documentation must immediately report it to their superior and the Supervisory Body established under Legislative Decree 231/2001.
Personnel who are required to make estimates for financial statement purposes must operate with prudential criteria, supported by knowledge of accounting techniques or specific sector expertise, and in any case with the diligence required of industry experts.

3.1.4.2 INTERNAL CONTROLS

The existence of an adequate system of internal controls is a recognized value by the System Group companies for the contribution it makes to improving business efficiency.
Internal controls refer to all tools designed to guide, manage, and verify business activities to ensure compliance with laws and company procedures, the achievement of business interests, and to provide accurate and complete accounting and financial data.
Each level of the organizational structure is responsible for contributing to the creation of an effective and efficient internal control system. All employees of the System Group companies, within their functions, are responsible for defining and ensuring the proper functioning of the company’s control system. They are required to communicate to their superior and the Supervisory Body any omissions, falsifications, or irregularities they become aware of.
At a centralized level, there is a Management Control Office, and each System Group company has specific procedures for reporting and analyzing data.

3.2 CONDUCT CRITERIA IN RELATIONS WITH SHAREHOLDERS

3.2.1 SHAREHOLDERS

A shareholder of each System Group company is anyone who holds shares or capital in the company.

3.2.2 CORPORATE GOVERNANCE

The strategies of the System Group companies are defined and periodically implemented through the following coordination groups:

  • BOARD OF DIRECTORS, which includes the Ownership and General Management;

Expanded Management Committee for Heads (key figures and area managers);

Corporate Coordination Groups composed of the Corporate Manager and the individual Function Managers.
The activity of the individual corporate bodies is based on full compliance with the rules established by the Corporate Statute, the Internal Regulations, and the current national and EU legislation.
The corporate governance system is aimed at:

  • Maximizing the company’s value in the medium-to-long term, to increase benefits for shareholders and future generations;
  • Distributing benefits according to statutory provisions;
  • Respecting the rights of shareholders;
  • Controlling business risks;
  • Socially responsible management;
  • Safeguarding company assets.

The exercise of corporate governance in System Group companies is inspired by the principle of diligence and is incompatible with the exploitation, for personal or group purposes, of superior information available to shareholders.
Shareholders of the System Group companies are committed to respecting decisions made by governing bodies in accordance with the powers granted to them.
The opportunities to influence the governance of the company are equal for all shareholders. Therefore, specific groups of shareholders are not permitted to organize to obtain preferential treatment in exchange for support for those in power.

3.2.3 RELATIONSHIP WITH SHAREHOLDERS

The activities of the System Group companies are based on the democratic participation of shareholders in the exercise of social ownership and control.
For this reason, System Group is committed to ensuring that all shareholders have equal access to information, thus promoting widespread and informed participation of shareholders in decisions within their competence.

3.2.4 ENHANCEMENT OF SHAREHOLDER PARTICIPATION

The System Group companies focus their activities on the satisfaction and protection of their shareholders, striving to ensure that economic performance safeguards and increases the company’s value to enhance the benefit that shareholders derive from their participation in the company.

3.3 CONDUCT CRITERIA IN RELATIONS WITH EMPLOYEES AND COLLABORATORS

3.3.1 EMPLOYEES AND COLLABORATORS

In this Code, an employee or collaborator is defined as anyone who, regardless of the legal qualification of the relationship, maintains a working relationship with the System Group companies aimed at achieving the Company’s objectives.

3.3.2 SELECTION OF STAFF

The evaluation of personnel for hiring is carried out based on the correspondence of the candidates’ profiles with those expected and the company’s needs, ensuring equal opportunities for all interested parties.
The information requested during the selection and hiring process is strictly related to verifying aspects of the professional and psychological profile, respecting the candidate’s privacy and opinions, and adhering to confidentiality principles in compliance with EU Regulation 2016/679 (GDPR) and applicable national legislation.
During the selection and hiring process, the responsible company function, within the limits of available information, adopts behaviors to avoid favoritism, nepotism, or forms of clientelism (for example, ensuring that the recruiter is not related to the candidate).

3.3.3 ESTABLISHMENT OF THE EMPLOYMENT RELATIONSHIP

Personnel are hired with a regular employment contract; no form of non-compliant or otherwise evasion of current regulations is tolerated.
Upon establishing the employment relationship, each collaborator receives detailed information on:

  • The characteristics of the role and the duties to be performed;
  • Legal and salary elements, as regulated by the current national collective labor agreement;
  • Rules and procedures to be followed to avoid potential health risks associated with the work activity;
  • This Code of Ethics.

Such information is provided to the collaborator in a way that ensures that the acceptance of the role is based on a clear understanding.

3.3.4 PERSONNEL MANAGEMENT

3.3.4.1 EVALUATION OF PERSONNEL

The System Group companies avoid any form of discrimination against their collaborators.
In personnel management and development processes, as well as during selection, decisions are based on the correspondence between the expected profiles and those possessed by the collaborators (e.g., in cases of promotion or transfer) and/or on merit-based considerations (e.g., awarding incentives based on achieved results).
Access to roles and positions is also determined by competence and abilities; furthermore, where compatible with the overall work efficiency, flexibility in organizing work is encouraged to facilitate the management of maternity leave and general child care.
The evaluation of collaborators is carried out in an expanded manner, involving the managers, the HR function, and, when possible, the individuals who have interacted with the evaluated person.
Within the limits of available information and privacy protection, the HR function works to prevent favoritism, clientelism, or nepotism (e.g., excluding hierarchical relationships between collaborators related by kinship).

3.3.4.2 DISSEMINATION OF PERSONNEL POLICIES

Personnel management policies are made available to all collaborators through corporate communication tools.

3.3.4.3 ENHANCEMENT AND TRAINING OF RESOURCES

Managers work to enhance all the skills present within the System Group companies, taking steps to foster the development and growth of their collaborators.
In this regard, communication from managers about the strengths and weaknesses of collaborators is particularly important, so that the collaborator can aim to improve their skills, including through targeted training.

System Group companies, in order to enhance specific skills and maintain the professional value of their employees, provide all collaborators with the necessary informational and training tools.
Institutional training is provided at specific points in the employee’s company career (for example, new hires are introduced to the company and its business) and recurring training aimed at operational staff.
System Group companies focus on the professional growth of their collaborators through training activities. The empowerment of employees and their involvement in the company’s growth ensures the application of an incentive system based on meritocracy. Each individual company is therefore required to apply an incentive system.

3.3.4.4 MANAGEMENT OF EMPLOYEE WORKING HOURS

Each manager is responsible for optimizing employees’ working hours by requesting performances consistent with their duties and work organization plans.
It constitutes an abuse of authority to request, as an act owed to a hierarchical superior, performances, personal favors, or any behavior that constitutes a violation of this Code of Ethics.

3.3.4.5 EMPLOYEE ENGAGEMENT

Employee engagement in work activities is encouraged, including through moments of participation in discussions and decisions aimed at achieving business objectives.
Employees must participate in these moments with a collaborative spirit and independence of judgment.
Listening to different viewpoints, in accordance with the company’s needs, enables the manager to make final decisions; however, the employee must always contribute to the implementation of the established activities.

3.3.5 INTERVENTIONS IN WORK ORGANIZATION

In the event of work reorganization, the value of human resources is safeguarded by providing, where necessary, training and/or professional retraining actions.
Furthermore, in the case of new or unforeseen events, which must be explicitly outlined, employees may be assigned to different tasks from those previously performed, ensuring that their professional skills are preserved.

3.3.6 HEALTH AND SAFETY

System Group companies are committed to promoting and consolidating a safety culture by developing awareness of risks and encouraging responsible behaviors from all collaborators.
Additionally, they work to preserve the health and safety of employees and all individuals who have access to the company’s premises and facilities, particularly through preventive actions.
For this purpose, technical and organizational interventions are carried out, including:

  • The introduction of an integrated risk and safety management system aimed at identifying the main criticalities of processes and resources to be protected, in accordance with Legislative Decree 81/2008;
  • The adoption of the best technologies;
  • The monitoring and updating of working methodologies;
  • The provision of training and communication interventions.

When deemed appropriate, the individual Administrative Bodies may decide to adopt specific Management Systems in accordance with the international standard UNI ISO 45001. These management systems will be applied in synergy with this Code of Ethics and any Organization, Management, and Control Model adopted pursuant to Legislative Decree 231/2001.

3.3.7 INTEGRITY AND PROTECTION OF THE INDIVIDUAL

The moral integrity of employees is protected by ensuring the right to working conditions that respect human dignity. For this reason, System Group companies safeguard employees from acts of psychological violence and combat any discriminatory or harmful behavior towards the individual, their beliefs, and preferences (for example, in cases of insults, threats, isolation, excessive intrusion, or professional limitations).

3.3.8 PROTECTION OF PRIVACY

Employee privacy is protected by adopting standards that specify the information the company requires from employees and the methods for handling and storing such data.
Any investigation into the ideas, preferences, personal tastes, and, in general, the private life of employees, is excluded.
These standards also prohibit, except in cases provided by law, the communication/dissemination of personal data in compliance with EU Regulation 2016/679 (GDPR) and establish rules for each employee to monitor the privacy protection regulations.

3.3.9 DUTIES OF EMPLOYEES

3.3.9.1 CONDUCT OBLIGATIONS

Employees must act loyally to fulfill the obligations agreed upon in the employment contract and as outlined in this Code of Ethics, ensuring the required performance.

3.3.9.2 INFORMATION MANAGEMENT

Employees must be aware of and implement the company’s policies regarding information security to ensure its integrity, confidentiality, and availability.
They are required to process their documents using clear, objective, and comprehensive language, allowing for verification by colleagues, managers, or external parties authorized to make such requests.

3.3.9.3 CONFLICT OF INTEREST

All employees of System Group companies are required to avoid situations and activities where conflicts of interest may arise and to refrain from personally benefiting from business opportunities they have become aware of during the performance of their duties.
By way of example and not limitation, the following situations may lead to a conflict of interest:

3.3.9.3 CONFLICT OF INTEREST
Employees must avoid situations and activities where conflicts of interest may arise and refrain from personally benefiting from business opportunities they become aware of during the performance of their duties.
By way of example and not limitation, the following situations may lead to a conflict of interest:

  • Holding a senior role (CEO, director, department head) and having economic interests with suppliers, customers, or competitors (e.g., ownership of shares, professional roles, etc.) even through family members;
  • Managing relationships with suppliers and working, even through a family member, with the same suppliers;
  • Accepting money or favors from individuals or companies that are or intend to engage in business relationships with System Group companies.

If an employee finds themselves in a situation that, even potentially, could constitute or lead to a conflict of interest, they must report it to their manager, who, according to the prescribed procedures, informs the Supervisory Body, which will evaluate the situation on a case-by-case basis.
Moreover, in accordance with their current employment contract, employees are required to inform their manager about any outside activities they are involved in, if these activities could appear to conflict with the company’s interests.

3.3.9.4 USE OF COMPANY ASSETS
Each employee is required to act diligently to protect the company’s assets by following responsible behaviors and adhering to operational procedures designed to regulate their use, ensuring proper documentation of their utilization.
In particular, each employee must:

  • Use the assets entrusted to them carefully and sparingly;
  • Avoid improper use of company assets that may cause damage or reduce efficiency, or that contradict the company’s interests.

Each employee is responsible for safeguarding the resources entrusted to them and must promptly inform the relevant company units of any potential threats or damaging events.
System Group companies reserve the right to prevent the misuse of their assets and infrastructures by employing various data detection systems and operational control methods, as well as risk analysis and prevention measures, while respecting applicable laws regarding information confidentiality (e.g., privacy regulations, workers’ statute, etc.).

Regarding IT applications, each employee is required to:

  • Strictly adhere to company security policies to ensure the functionality and protection of IT systems;
  • Refrain from sending threatening or offensive emails, using inappropriate language, or making comments that could offend individuals or harm the company’s reputation;
  • Not browse websites with indecent or offensive content;
  • Follow the “Technical Regulations for the Use of Work Tools”.

3.4 CONDUCT CRITERIA IN RELATIONS WITH CLIENTS

3.4.1 CLIENTS
A client is anyone who uses the products or services of System Group companies in any capacity.

3.4.2 IMPARTIALITY
System Group companies are committed to not arbitrarily discriminating against their clients in the performance of their activities.

3.4.3 CONTRACTS AND COMMUNICATIONS WITH CLIENTS
Contracts and communications with clients (including advertising messages) are:

  • Clear and simple, formulated in language as close as possible to that normally used by the interlocutors;
  • Compliant with current regulations, avoiding any evasive or dishonest practices;
  • Complete, not omitting any relevant elements for the client’s decision-making.

The purpose and recipients of communications determine, from time to time, the choice of the most suitable communication channels for transmitting the content, avoiding excessive pressure or solicitation, and ensuring that no misleading or untruthful advertising tools are used.

3.4.4 BEHAVIOR STYLE OF EMPLOYEES
The behavior style of System Group companies towards clients is based on availability, respect, and courtesy, aimed at fostering a collaborative and highly professional relationship.
Each employee must therefore:

  • Follow internal procedures for managing client relations;
  • Provide efficient and courteous service within the limits of contractual agreements, offering products and services of a level that meets the client’s expectations and needs;
  • Provide accurate and comprehensive information about products and services to help the client make informed decisions.

3.4.5 QUALITY MANAGEMENT
System Group companies are committed to ensuring adequate quality standards for the services and products offered based on predefined levels, and to periodically monitoring perceived quality.
They are committed to ensuring that the services provided and the products sold to clients meet predefined quality standards.
Where deemed appropriate, the individual Administrative Bodies may decide to adopt specific Management Systems in accordance with the international standard UNI EN ISO 9001. These management systems will be applied synergistically with this Code of Ethics and any Organization, Management, and Control Model adopted pursuant to Legislative Decree 231/2001.

3.4.6 CLIENT ENGAGEMENT
System Group companies are committed to responding to suggestions and complaints from clients and any associations that represent their interests, using appropriate and timely communication systems.
Each System Group company is responsible for informing their clients upon receipt of their communications and providing a timeline for responses, which must be brief and clearly defined.

3.5 CONDUCT CRITERIA IN RELATIONS WITH SUPPLIERS

3.5.1 SUPPLIERS
Suppliers are those who provide goods, services, performances, and resources necessary for carrying out activities and delivering services.

3.5.2 SELECTION OF SUPPLIERS
The procurement processes for goods and services are focused on achieving the maximum competitive advantage and ensuring equal opportunities for each supplier. They are also based on pre-contractual and contractual behaviors that reflect the essential principles of mutual loyalty, transparency, and collaboration.
In particular, System Group employees involved in these processes are required to:

  • Not exclude anyone, who meets the required criteria, from the possibility of competing for contracts, adopting objective and documentable criteria when selecting candidates;
  • Ensure sufficient competition during the supplier selection phase by considering a suitable pool of candidates (e.g., considering at least three legal entities); any exceptions must be authorized and documented.
    In any case, if the supplier adopts behaviors that do not align with the general principles of this Code during their activities, System Group companies are authorized to take appropriate measures, up to and including precluding future collaborations.

3.5.3 INTEGRITY AND INDEPENDENCE IN RELATIONSHIPS
The conclusion of a contract with a supplier must always be based on relationships of utmost clarity, avoiding, where possible, forms of dependency.
For example, and not limited to:

  • Any contract whose execution is repeated and/or fragmented (e.g., long-term contracts) and whose value is significant must be constantly monitored;
  • Long-term binding projects are generally avoided, instead using short-term contracts with renewals and price reviews, or consultancy contracts without adequate knowledge transfer, etc.;
  • It is not considered correct to pressure a supplier into signing an unfavorable contract with the promise of a more advantageous subsequent contract.

To ensure maximum transparency and efficiency in the procurement process, System Group implements:

  • Separation of roles between the requesting unit and the unit signing the contract;
  • Adequate traceability of the decisions made;
  • Retention of information and contractual documents for the periods specified by applicable laws and referenced in internal procurement procedures.
    Finally, to ensure transparency in relationships, System Group companies have established a monitoring system for the ownership structures and performance of their suppliers.

3.5.4 FAIRNESS IN CONTRACT MANAGEMENT
The management of contracts with suppliers is based on fairness, avoiding any potential abuse. The supplier is properly and promptly informed about the activity characteristics, payment forms, and timings in compliance with applicable laws and the expectations of the counterpart, given the circumstances, negotiations, and contract content.
The fulfillment of contractual obligations by the supplier must comply with the principles of fairness, diligence, and good faith, and must be carried out in accordance with the current regulations.

3.5.5 PROTECTION OF ETHICAL ASPECTS IN SUPPLYING
Violations of the general principles of the Code of Ethics entail sanctioning mechanisms, which are also intended to prevent the commission of crimes related to the company’s activities.
For this purpose, specific clauses are included in individual contracts.
In particular, contracts with suppliers from “high-risk” countries, as defined by recognized organizations, include contractual clauses that provide for:

  • A self-certification from the supplier of their compliance with specific social obligations (e.g., measures ensuring the respect of workers’ fundamental rights, principles of equal treatment and non-discrimination, protection against child labor);
  • The possibility of conducting control actions at the production units or operational sites of the supplying company to verify compliance with these requirements.

3.6 CONDUCT CRITERIA IN RELATIONS WITH THE COMMUNITY

3.6.1 COMMUNITY
The term “community” refers to the system composed of territory, community, and institutions.
Territory refers to a specific physical space, with its natural and historical needs.
Community refers to the group of people who live and work in the territory.
Institutions are the entities that enable the functioning of the community and other forms of social organization.
The conduct criteria in relations with the community are defined in the following paragraphs.

3.6.2 ENVIRONMENTAL POLICY
In terms of environmental protection, System Group companies define environmental policies and sustainable industrial development strategies, establishing implementation guidelines within the company and promoting the following environmental policy instruments:

  • Compliance with environmental legislation;
  • Commitment to minimizing the negative environmental impacts generated by the company’s activities and facilities;

Assurance regarding the proper application of technologies used to mitigate environmental impacts, and, where possible, the pursuit of improving such technologies or adopting more advanced technologies;
Involvement, participation, and awareness of all personnel for full sharing of company policy and objectives, to develop an environmental culture focused on prevention;
Provision of adequate information and training to all personnel on environmental requirements applicable to their role within the company, and raising awareness that improper behavior can result in negative impacts on the environment;
Definition of any voluntary agreements with institutions and environmental and sector associations.
Where deemed appropriate, individual Administrative Bodies may resolve to adopt specific Management Systems compliant with the international standard UNI EN ISO 14001. These management systems will be applied synergistically with this Code of Ethics and any Organization, Management, and Control Model adopted pursuant to Legislative Decree 231/2001.

3.6.3 RELATIONSHIPS WITH PUBLIC INSTITUTIONS
Relations with public institutions at the local, national, and international levels, aimed at safeguarding the overall interests of System Group companies and related to the implementation of their programs, are reserved exclusively for the functions and responsibilities specifically delegated to them.
These relationships must be oriented toward maximum transparency and fairness, rigor, and consistency, avoiding any collusive behavior.
Where deemed appropriate, individual Administrative Bodies may resolve to adopt specific Management Systems compliant with the international standard UNI ISO 37001, aimed at preventing corruption. These management systems will be applied synergistically with this Code of Ethics and any Organization, Management, and Control Model adopted pursuant to Legislative Decree 231/2001.

3.6.4 ECONOMIC RELATIONS WITH POLITICAL PARTIES, TRADE UNIONS, AND ASSOCIATIONS
System Group companies do not finance political parties, either in Italy or abroad, their representatives, or candidates, nor do they sponsor congresses or events solely for political propaganda purposes. They refrain from any direct or indirect pressure on political representatives.
Where, for reasons strictly related to the company’s presence in the territory, it is deemed appropriate to make such interventions, the competent function must request prior approval from the Supervisory Body, which will evaluate each case individually.
System Group companies do not provide contributions to organizations where there may be a conflict of interest; however, cooperation, including financial, is possible with such organizations for specific projects, provided the purpose aligns with the company’s mission, and the destination of resources is clear and documentable. The decision on the appropriateness of the initiative rests with the General Management.

3.6.5 CONTRIBUTIONS AND SPONSORSHIPS
System Group companies may participate in contribution requests limited to proposals from non-profit entities and associations with regular statutes and charters, that are of high cultural, social, or charitable value, or, in any case, involve a significant number of citizens.
Sponsorship activities, which may cover social, environmental, sports, entertainment, and art themes, are only for events that guarantee quality, or for which System Group companies can collaborate on the design to ensure originality and effectiveness.
In any case, when selecting proposals to support, particular attention must be paid to any potential personal or corporate conflicts of interest.
The management of contributions and sponsorships is governed by a specific company procedure.

4 IMPLEMENTATION METHODS

4.1 RESPONSIBILITY FOR IMPLEMENTATION
All responsibilities related to the dissemination and implementation of this Code are reserved for the Administrative Body of each individual System Group company.
For the execution of activities necessary for the application of this Code, specific competencies are assigned to the Supervisory Body, appointed only after the adoption of the 231/2001 Model by the individual company, as specified in the following respective paragraphs.

4.2 DUTIES OF THE SUPERVISORY BODY REGARDING THE IMPLEMENTATION AND CONTROL OF THE CODE OF ETHICS
Regarding this Code of Ethics, the Supervisory Body established pursuant to Legislative Decree 231/2001 is responsible for the following tasks:

  • Responding to requests for clarification on the Code of Ethics;
  • Verifying the application and compliance with the Code of Ethics through auditing activities;
  • Monitoring initiatives for disseminating knowledge and understanding of the Code of Ethics; in particular: ensuring the development of communication and training activities; analyzing proposals for revisions to company policies and procedures with significant ethical impacts;
  • Receiving and analyzing reports of violations of the Code of Ethics and managing the related investigation;
  • Making decisions on violations of the Code, identifying the sanctions to be applied, and communicating them to the Administrative Body for enforcement;
  • Providing binding opinions regarding revisions to the most significant policies and procedures to ensure their consistency with the Code of Ethics.

To this end, the Supervisory Body evaluates:

  • Ethical communication and training plans;
  • Documentation for the planning of activities and subsequent feedback prepared by the responsible company functions.
    These activities are carried out with the support of the relevant company functions and, additionally, with free access to any documents deemed useful.

4.3 COMMUNICATION AND TRAINING
The Code of Ethics is communicated to both internal and external stakeholders through specific communication activities.
To ensure the proper understanding of the Code of Ethics by all employees, System Group companies prepare and implement a training plan aimed at promoting awareness of the principles and ethical standards. Training initiatives are tailored according to the role and responsibility of employees; for new hires, a specific informational program is provided that outlines the content of the code that they are required to comply with.

4.4 REPORTING BY STAKEHOLDERS
Each System Group company establishes communication channels for each stakeholder to report concerns (e.g., units responsible for relations with suppliers, staff, customers, etc.).
Alternatively, all stakeholders can report, in writing and even anonymously, any violations or suspected violations of the Code of Ethics to the Supervisory Body, where present.
The Supervisory Body reviews the report and decides whether to initiate an investigation procedure. The decision to open or not open an investigation is always documented in writing.
In case of an investigation, the Supervisory Body conducts the inquiry, potentially hearing from the author of the report, the responsible person for the alleged violation, and gathering any relevant testimony.
The Supervisory Body ensures that whistleblowers are protected from any form of retaliation, defined as any act that might even just appear to be discriminatory or punitive (e.g., for suppliers: termination of business relations, for employees: denial of promotion, etc.). Additionally, the confidentiality of the whistleblower’s identity is ensured, unless required by law.
Following the entry into force of Legislative Decree 24/2023, and the legal provisions contained therein, a reporting channel has been activated for companies meeting the regulatory requirements, which stakeholders can access. The reporting management tool is available at https://systemgroup.segnalazioni.net.

4.5 VIOLATIONS OF THE CODE OF ETHICS AND SANCTIONS
The Supervisory Body, after an appropriate analysis of alleged violations of the Code of Ethics, arising from stakeholder reports and the results of any investigation procedures, determines whether the behavior subject to the report constitutes a violation of the Code of Ethics.
If a violation is identified, the Supervisory Body informs the company’s Administrative Body of the violations and the corresponding actions, in accordance with current regulations and the disciplinary system adopted by the company.
The responsible company functions, activated by the Administrative Body, apply the actions, oversee their implementation, and report the outcome to the Supervisory Body.

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