ETHICAL CODE

The ethical principles and values ​​that guide the culture and business conduct

1. Premise

This Code of Ethics (hereinafter also only the “Code”) contains the ethical principles and values ​​that inform the corporate culture and which must inspire conduct and behavior of those operating in the interests of LUBEA s.r.l. (hereinafter the “Company”) both inside and outside the company organization.

It is an essential element of the organization, management and control model adopted by the Company pursuant to and for the purposes of Legislative Decree 231/2001.

2. General principles

I.Introduction

Legislative Decree 8 June 2001 no. 231, in particular, introduced into the Italian legal system a regime of administrative liability for institutions, intended to operate in the event that certain types of offenses expressly provided for therein are committed in their interest or for their benefit, by two categories of natural persons:

those who hold, even de facto, functions of representation, administration or management of the same body, or those who are subject to the direction or supervision of one of the aforementioned subjects.

Article. 6 of the aforementioned decree establishes that the entity is not liable for the offense if it proves (among other things) that “the governing body has adopted and effectively implemented, before the commission of the fact, models of organization and management suitable to prevent crimes of the kind that occurred “and that” the task of supervising the functioning and observance of the models and taking care of their updating was entrusted to a body of the entity with autonomous powers of initiative and control “.

In the “Guidelines for the construction of organizational, management and control models pursuant to Legislative Decree no. 231/2001 “, adopted by Confindustria on March 31, 2008 and updated, most recently, in March 2014, an ethical code is envisaged as an essential element of the preventive control system envisaged by Legislative Decree 231/2001, intended as an official document of the institution, containing all the rights, duties, responsibilities of the institution in relation to the so-called “Stakeholders” (i.e. all categories of individuals, groups or institutions whose interests are directly or indirectly influenced by the activities of LUBEA, such as employees, suppliers, customers, public administration, shareholders, the financial market, etc.). It should also be noted that the code of ethics must aim to “recommend, promote or prohibit certain behaviors, beyond and regardless of what is provided for in the law”, and must be approved by the highest level of the body.

The adoption of a code of ethics, approved by the Board of Directors, containing the principles and values ​​that inspire all the activities of LUBEA, of the companies controlled by them, and which must address the behavior of all employees and those who collaborate with the company, as well as being a fundamental tool for countering the crimes referred to in Legislative Decree 231/2001, is also a necessary element in order to guarantee the correctness of the work, the reputation of the name and the entrepreneurial success of the company.

II. Recipients

The rules contained in this Code of Ethics are intended for:

  • all the top managers of LUBEA (and its subsidiaries), that is, functions of representation, administration or management of the Company or of an organizational unit with financial and functional autonomy, as well as those who exercise, even in fact, the management and control of the institution;
  • all persons subject to the direction or supervision of the aforementioned persons;
  • all persons who, without being employees, cooperate in various capacities with LUBEA (or with the companies controlled by it), perform activities at, on behalf of or in the interest of such companies, entertain commercial relationships with them, receive from those offices or have lasting relationships with them (consultants, suppliers, customers, agents, contractors, business partners, contractors, etc.).

These subjects (hereinafter simply “the recipients”) undertake to respect and to fully apply the rules contained in the Code of Ethics for the entire period of time in which they will work in the offices of LUBEA (or its subsidiaries) or they will collaborate (in the broader sense described above) with them.

Those who have the task of setting the company policy, of administering and managing the company from every point of view (for example, the members of the Board of Directors) must also inspire every decision-making decision to the principles and rules contained in the Code of Ethics.

Below, for convenience, we will refer to the sole company LUBEA; however, it remains firm that the obligations and principles to which reference will be made must also be respected by the subsidiaries of LUBEA and their employees.

The task of monitoring compliance with the Code (an integral part of the organization, management and control model pursuant to Legislative Decree No. 231/2001), spreading the Company’s ethical principles and values ​​to all employees and in particular to managers. On the other hand, the task of clarifying possible interpretative doubts as well as the task of receiving reports of possible violations of the Code and proposing possible improvements to the provisions of the Code itself is delegated to the Supervisory Body set up by LUBEA pursuant to Legislative Decree 231 / 2001, which is also entrusted with the general task of supervising the functioning of compliance with the aforementioned organizational model and of updating it.

The Code of Ethics is brought to the attention of the recipients through appropriate and appropriate communication activities. It is an integral and substantial part of the employment contract of every employee of the company and will be delivered to each new employee; every new employee will have to demonstrate that he has read and understood it.

In order to ensure the correct understanding of the Code of Ethics to all recipients, and based on the indications of the Supervisory Body, a training program is developed annually to promote the knowledge of the principles contained in the Code of Ethics, differentiated according to the role and the responsibility of the recipients themselves.

Compliance with the Code of Ethics constitutes, for all the workers, pursuant to art. 2104 of the Civil Code, a contractual obligation, the violation of which complies with a serious breach of the obligations arising from the employment contract and a source of tort, with all consequent personal responsibility.

The company reserves the right to protect its interests in any competent office with respect to third-party collaborators, who have violated the rules of the Code of Ethics intended for them and which have been the object of contractual agreement with the company.

The addressees also have the obligation to report to the Supervisory Board all violations of the Code of Ethics or behaviors contrary to the principles contained therein, set up by employees or collaborators (in the broader sense described above) of LUBEA, of whom they have come to knowledge, or of which they suspect, and to collaborate with this body in all the activities from it carried out.

LUBEA will identify suitable reporting procedures and procedures that guarantee the anonymity of the reporting party, the prompt verification of the validity of the same as well as the possibility for the person reported to be heard by the Supervisory Body.

The reporter will not be subjected to any retaliation, discrimination, or other negative consequence as a result of the report.

The company undertakes to guarantee the secrecy of the name of the person reporting – within the limits of obligations of communication provided for by the law – and to guarantee its protection from any form of penalization as a result of the report.

It is the duty of the company to carry out periodic audits (at least annually) in order to comply with and correctly apply the provisions of the Code of Ethics, as well as to update it – also upon notification by the Supervisory Body – where violations of it emerge, significant changes in LUBEA activity or other circumstances that make changes or additions necessary (such as regulatory changes).

III. Company Values

Below are the values ​​considered fundamental, shared and recognized by LUBEA and a to which the various stakeholders involved refer, in relation to their role and to the type of activity carried out, to promote the good functioning, reliability and reputation of the Company.

Transparency

The information disseminated by LUBEA is complete, transparent, accurate and understandable. LUBEA undertakes to inform all stakeholders about the company in a clear and transparent manner its own situation and its own trend without favoring any group of interest or single individual through the functions assigned to it.

Respect for the law

Compliance with the law is a mandatory requirement for LUBEA and for all its employees and collaborators, who are required to standardize all their behavior with it.

Every employee or collaborator must be aware of the laws that govern the activity of his competence.

Where there may be an apparent conflict between the rules of professional diligence and legal provisions, and in any case in the event of difficult interpretation and application of the law, the worker may consult his manager, the legal function or the Supervisory Body, which they will provide the applicant with timely information.

Attention to the employee

LUBEA promotes policies aimed at enhancing internal human resources and guaranteeing them significant professional growth, with the belief that they represent the main business success factor. LUBEA nurtures and promotes the working possibilities of young people, with an eye on women’s employment.

LUBEA invests in young resources, considered a real added value for the company at the service of customers who spur to work in a group to achieve a common result. Equal opportunities are guaranteed in the workplace and no forms of discrimination or harassment nor an offensive or intimidating work environment are tolerated. LUBEA undertakes to promote respect for the physical, moral and cultural integrity of the individual, guaranteeing individual dignity and safe working environments.

LUBEA promotes team spirit and mutual collaboration and expects that the employees, at every level, collaborate in maintaining a climate of mutual respect for the dignity and reputation of everyone.

Customer care

LUBEA reserves the utmost attention to customers and is committed to guaranteeing high levels quality standards of the service offered as well as the post-sales processes in order to ensure customer satisfaction.

The contractual relationships with customers are based on principles of fairness and honesty, professionalism, transparency and, in any case, characterized by the maximum collaboration on the part of the company.

In particular, all relationships with customers (communications, contracts, advertising information) must comply with the following characteristics:

– all the regulations in force must be respected, as well as the general principle of good faith in contractual relations;

– clear and comprehensible language must be used;

– the customer must not voluntarily omit any circumstance relevant to the purposes of his decision.

Any change in the contract must be promptly communicated to the customer.

The company does not use untrue advertising tools with its customers.

Responsibility towards the community

LUBEA supports social, cultural and educational initiatives by supporting related organisms and no-profit organisms as well as humanitarian initiatives.

Loyalty and Integrity

In carrying out its activities, LUBEA pursues conduct inspired by integrity moral and transparency, as well as the values ​​of honesty, fairness and good faith.

LUBEA develops its activities preserving the value of fair competition with other competitors and committing itself to promoting fair competition, considered as an element aimed at achieving its own interests, as well as those of its customers, of other companies in the market operating in the same sector and all those who come directly or indirectly in contact with the company’s activities (such as employees, customers, consumers, suppliers, lenders, etc.).

Therefore, involvement in market division operations with other competitors and other conduct aimed at limiting production and sale, in violation of the principles of free competition, are avoided.

Simplicity

LUBEA adopts simplicity as a true ethical factor of development.

LUBEA aims to bring added value to its customers and partners by offering services in complete transparency and with clear and simple proposals both technical and economic, always ensuring full compliance with the project requirements in line with the indications received from the customer. For this reason, the commercial proposition of LUBEA reflects its simplicity model: LUBEA offers customers simple, clear and transparent offers.

3. Relations with employees and contractors

I. Rules of conduct in the selection, recruitment and execution of the employment relationship

The evaluation and selection of personnel to be hired is carried out in respect of peers job opportunities, without discrimination of sex, age, race, language, religion, political opinions and trade union policies or personal and social conditions.

The information requested to the worker is exclusively those relevant for the purpose of the evaluation of the professional attitude of the same, in compliance with the privacy and personal opinions of the worker.

The company firmly forbids any act of favoritism, nepotism, discrimination or cronyism in any area of ​​social life (selection of personnel – for example, avoiding that the selector is bound by kinship with the candidate – promotions, awards, etc.).

It is forbidden for all recipients to solicit or accept promises or payments of money or services of any kind, which may be aimed at hiring, transferring or promoting a worker.

Workers are recruited with a regular employment contract, in accordance with the applicable laws and national collective labor agreements.

LUBEA offers the same career opportunities to those who are in possession of the characteristics required for access to functions, tasks and / or higher profiles, without any discrimination and based on meritocratic criteria, acquired professional competence and, in any case, on the basis of strictly professional parameters.

LUBEA considers staff training and constant updating on specific issues (for example, on safety and hygiene at work), the company’s primary need.

Compatibly with the general efficiency of the work, those flexibility in the organization of work will be favored which will facilitate the management of the maternity status and in general the care of the children.

It is forbidden for the hierarchical superior to request, as due action, benefits, personal favors and any behavior that constitutes a violation of this Code.

LUBEA undertakes to protect the right of workers and workers to live in a peaceful working environment in which interpersonal relationships are based on fairness and mutual respect for the freedom and dignity of the person.

To this end, the company undertakes to remove all obstacles to the implementation of these rights, so as to guarantee respect for the inviolability of the human person, and to protect all those who work within LUBEA from any act or behavior that produces detrimental effect in interpersonal relationships and which discriminate, even indirectly, in reason of sex, age, race, language, religion, political and union opinions or personal and social conditions.

The managers of the corporate structures and departments have the duty to prevent the occurrence of discrimination, and of every act and behavior detrimental to the dignity of the person. All employees and collaborators of LUBEA must contribute to ensuring a work environment in which the dignity of persons is respected. Anyone who lends his business to the Company believes that he has been harassed or that he has been discriminated against for any reason can report the incident to the Supervisory Body. Any act of retaliation against the employee who refuses, complains or reports such unfortunate facts is prohibited.

II. Safety and health in the workplace

LUBEA pays particular attention to the creation and management of environments and workplaces adequate for the safety and health of managers and employees, in compliance with the directives national and international provisions.

LUBEA promotes and protects the health and safety of its workers.

To this end, the company, as an employer, as well as managers – as far as they are responsible – have the obligation to fulfill all the obligations originally introduced by Legislative Decree 626/1994, and now contained in Legislative Decree No. 81 of 9 April 2008, and in particular to prepare and implement the general measures for the protection of the worker and to carry out all the other behaviors indicated in the same legislative decrees, or in any case necessary to protect the safety and health of workers , also promoting responsible conduct by all employees and / or collaborators.

In particular, the fundamental principles and criteria on the basis of which the decisions, of all kinds and at all levels, in the field of health and safety at work, can thus identify:

  • avoid risks;
  • assess the risks that cannot be avoided as inherent in the company’s own business;
  • carry out prevention activities that neutralize risks at the source and reduce them to a minimum, planning this activity in accordance with the technique, organization and working conditions;
  • attribute importance to collective and individual protection measures, constantly monitoring the correct use of the same;
  • replace what is dangerous with what is not dangerous or less, providing a constant updating of equipment and instruments taking into account the degree of technical evolution;
  • give adequate instructions to the workers, carrying out an effective activity of
  • training;
  • plan the measures deemed appropriate to ensure the improvement of safety levels, also through the adoption of codes of conduct and good practices;
  • adapt the work of man with reference to the design of workplaces, the choice of equipment and production methods, in order to mitigate the monotonous and repetitive work and reduce any negative effects on health.
  • employees and/or collaborators, in turn, must comply with the obligations set out in the aforementioned legislation, contributing to the fulfillment of all the obligations imposed by law or by the competent authority and to implement the necessary measures for the health and safety of workers.

LUBEA undertakes to ensure that the above-mentioned principles and criteria are respected by all their personnel.

III. Conflict of interests

The recipients, in the execution of the services assigned to them and in the performance of their duties must always pursue the primary interest of the company, without prejudice to compliance with the law and with the rules and principles established in this Code.

They must also avoid situations that may create conflicts of interest, both real and potential, between personal and business activities. A conflict of interest means the situation in which the employee / collaborator, in relation to a given transaction, has (even if only potentially), on his own behalf or on behalf of third parties, an interest in conflict with that of the company.

By way of example, they complement a conflict of interest:

  • the “cointeressenza” – for whatever reason, obvious or hidden – of a recipient or his family members in the activities of suppliers, customers, competitors;
  • the revelation or use of news and information learned in the performance of work, for the benefit of own or third parties and in any case in contrast with the interests of the company;
  • the carrying out of work activities of any kind with customers, competing suppliers or third parties in contrast with the interests of the company;
  • the stipulation of contracts or the start of negotiations on behalf of the company, which have as counterpart family members or members of the employee, or subjects in any way attributable to the same;
  • in general, the exploitation of one’s position within the company for the realization of interests in contrast with those of the company.

In the case in which a situation, even if only a potential conflict, occurs, the employee or collaborator involved must immediately inform the manager or supervisory body, who will identify the measures necessary to stop this situation. and, where there is a possible violation of the provisions of this Code, they will evaluate the opportunity to proceed with the establishment of a disciplinary procedure.

It is the duty of each recipient, where he becomes aware of possible situations of conflict of interest concerning other employees or collaborators, to inform immediately the Supervisory Body.

The employee who receives gifts, or other form of benefit/advantage, not directly attributable to normal courtesy relations, will have to take every appropriate initiative in order to refuse said gift or other form of benefit/advantage, however, in compliance with company policies.

4. Protection of Company Assets

I. Protection of company assets and the working environment

Every employee is required to safeguard the company assets, keeping the movable and immovable assets, technological resources and IT supports, equipment, company products, information and / or LUBEA’s know-how

In particular, every employee must:

  • use company assets according to company policies, scrupulously observing all security programs to prevent unauthorized use or theft;
  • avoid improper use of company assets that may cause damage or reduce efficiency, or in any case conflict with the Company’s interests;
  • to keep secret the confidential information concerning the Company or commercial partners of the Company, avoiding disclosing them to third parties;
  • to scrupulously respect the provisions of corporate security policies, in order not to compromise the functionality and protection of IT systems;
  • not to send miners and outrageous e-mail messages, not to use non-polite or unprofessional language, not to express inappropriate comments that could cause offense to the person and / or damage to the corporate image;
  • to keep and not to reveal to unauthorized third parties your personal password and your access code to the company databases;
  • not to reproduce company software for personal use or use the supplied tools for private purposes;
  • not to use corporate communication systems (e-mail, intranet, etc.) and the web for purposes other than professional and service purposes; Furthermore, each employee involved in relations with content providers is prohibited from purchasing and disseminating content that conflicts with the provisions of the law (e.g., pedophile material).

Every employee is responsible for the protection of the resources entrusted to him and has the duty to promptly inform his direct managers of events potentially dangerous for LUBEA.

The above-mentioned principles are also applicable to employees, insofar as they can be concretely involved in safeguarding company assets, as they are allowed to use the Company’s equipment, resources or assets (as described above).

II. Protection of the Corporate image

The good reputation and/or image of LUBEA represents an essential intangible resource.

The employees of LUBEA undertake to act in compliance with the principles set forth in this Code in the relationships between colleagues, customers, suppliers and third parties in general, maintaining a decent demeanor meeting the standards common to the companies of the size and importance of LUBEA.

5. Relations with third parties

I. Relations with the Public Administration

Integrity, correctness and transparency are the values ​​that must be respected by the recipients in all relationships, inside and outside the company.

Relations with the Public Administration, public officials or public service representatives, and in general with all public entities must be characterized by strict compliance with applicable laws and regulations and must comply with the principles of diligence, transparency and honesty. These relationships may be kept exclusively by the company departments responsible for this and by the authorized personnel, and must be analytically reconstructed in appropriate documentation, which must be carefully guarded for possible checks. It is forbidden to grant, offer or promise money, gifts or gifts of any kind to managers, officials or employees of the Public Administration or their relatives, both Italian and other countries, to compensate or repay the same of an act of their office or to obtain the accomplishment of an act contrary to the duties of their office. Regalia of modest value and acts of commercial courtesy are allowed only if they do not compromise the integrity of the parties and the impartiality of the Public Administration and cannot be interpreted, in any way, as acts destined to obtain advantages and favors in a way improper.

In the event that a tender is carried out with the Public Administration, it will be necessary to operate in compliance with the law and with the correct commercial practice. If the company uses a consultant or a third party to be represented in relations with the Public Administration, the same directives given to the employees of the company apply to this subject. LUBEA must not be represented in relations with the Public Administration by a third party when conflicts of interest can arise.

The following actions (direct or indirect) are absolutely prohibited during a business negotiation or in any type of commercial relationship with the Public Administration:

  • examine or propose employment and/or commercial opportunities for the employee of P.A. which represents the P.A. in the negotiation in progress, of his family members or of persons to that however traceable;
  • offer or provide gifts of any kind, except for those of modest value which constitute a lawful commercial practice;
  • solicit or obtain confidential information that may compromise the integrity or reputation of both parties;
  • improperly influence the decisions of the counterparty.

It is also forbidden to hire former employees of the Public Administration (or their relatives), who have personally and actively participated in the business negotiations, or to endorse the requests made by the institution to the Public Administration.

In exceptional cases, the assumption of such subjects is admissible only with the prior approval of the Supervisory Body, which must first ascertain the correctness of the procedure to which the person to be hired (or relative) has intervened as an employee of the Public Administration, verifying also that the choice of the candidate to be hired was made on the basis of meritocratic criteria.

Any violation (actual or potential) committed by the institution or by third parties must be promptly reported to the Supervisory Body.

The institution can contribute to the financing of political parties, committees, public organizations or political candidates, provided that the regulations are in force.

LUBEA cannot benefit from relations with the Public Administration, except through the lawful establishment of contractual relationships, lawfully obtained provisions and / or disbursements of any nature, duly obtained and intended for the purposes for which they are granted.

In particular, recipients are required to adopt behavior aimed at avoiding:

  • the undue receipt, by the Company, of grants, subsidies, loans,
  • or other disbursements of the same type in any way denominated, granted or granted by Public Entities, through the use or presentation of false or false documents, or by the omission of due information, or by means of artifice and deception;
  • the allocation of grants, grants, loans or other disbursements of the same type in any denominated manner obtained by the Company, for purposes other than those for which they are granted.

II. Relations with the regulatory authorities of the market

LUBEA scrupulously respects the antitrust rules and those dictated by the regulatory bodies of the market (for example, the Competition and Market Authority, the Authority for the Protection of Personal Data, etc.).

With regard to the competent supervisory authorities, the information must be presented only by the employees specifically appointed by the company. Employees, within their respective competences, are obliged to collaborate with these authorities and to respond correctly and promptly to their requests.

III.Relations with the Supervisory Authorities – Judicial Authorities

LUBEA acts in compliance with the law and favors, within the limits of its competences, the correct administration of justice.

In carrying out its activities, LUBEA collaborates with representatives of the judicial authorities, law enforcement agencies and any public official who has powers of inspection, providing all the information requested by these Authorities, in a complete, correct, truthful, adequate and timely manner.

LUBEA requires recipients to provide maximum availability and collaboration towards anyone who comes to carry out inspections and controls on behalf of the Supervisory Authorities.

In anticipation of a judicial proceeding, an investigation or an inspection by the Public Administration, it is forbidden to destroy or alter records, minutes, accounting records and any type of document.

In relations with national, EU and international institutions, LUBEA undertakes to:

  • establish, without any kind of discrimination, stable channels of communication with all the institutional interlocutors involved in carrying out their activities;
  • represent personal interests and positions in a transparent, rigorous and coherent manner, avoiding collusive attitudes.

IV. Relations with political and trade union organizations.

LUBEA does not support events or initiatives that have an exclusively or mainly political purpose, it refrains from any direct or indirect pressure towards political exponents and does not dispense contributions to trade unions or associations with which a conflict of interest can be identified.

The provision of any contribution must, however, always take place in full compliance with the law and be properly documented.

V. Relations with media

LUBEA is committed to providing the media with communications that are compliant and consistent with the company policies, programs that are truthful, coherent with each other, transparent and non-instrumental. To this end, relations with the press and other mass media are exclusively the responsibility of the Chairman, the Chief Executive Officer and the corporate functions in charge, also in compliance with the fundamental need for confidentiality that internal information requires. Information on the Company’s targets, results and points of view are provided by the Chairman, the Chief Executive Officer and the Top Management. The carrying out of public interventions, also through the media, the participation in conferences, congresses and seminars, the editing of articles and essays is authorized by the Top Management of belonging, after sharing the texts and reports prepared, where necessary in relation to the issues treated, with the person in charge concerned. In the field of advertising in trade magazines, LUBEA observes the utmost transparency, committing itself to maintaining the clear separation between information and advertising and to always guarantee the reader the immediate recognition of the promotional message; in the preparation of advertising campaigns and in the public disclosure of information relating to the company’s products / services, LUBEA must ascertain that the data released are correct and comply with current legislation.

VI. Relations with suppliers and with business partners

a. General rules of behavior

LUBEA imprints its conduct in relations with suppliers to the principles of transparency, equality, loyalty and competition.

In particular, LUBEA employees responsible for managing suppliers must:

  • scrupulously observe the operating practices and internal procedures relating to the selection of suppliers and the management of relations with them;
  • obtain the collaboration of suppliers in ensuring the satisfaction of customer needs in terms of quality, cost and time of delivery of goods or provision of services;
  • observe and respect, in the supply relationships, the applicable legal provisions and the contractually established conditions;
  • in relations with content providers relating to mobile videophone services, do not purchase images and / or contents contrary to the provisions of the law (e.g. pedophilia);
  • observe the principles of transparency and completeness of information in correspondence with suppliers;
  • avoid receiving money or any other benefit or benefit from anyone other than LUBEA for performing an act of their office or contrary to official duties;
  • avoid giving or receiving, directly or indirectly, gifts, gifts, hospitality, or other advantages, unless the value of the same does not exceed the limits established by the appropriate procedure.
b. Supplier choice

The selection of suppliers and the determination of purchasing conditions are based on an objective evaluation of the quality and price of the good or service, as well as guarantees of assistance and timeliness.

To this end, the recipients assigned to the selection and management of relationships with suppliers must comply with the following principles:

  • to recognize suppliers with the necessary requisites equal opportunities for participation in the selection;
  • verify, even through the request for the submission of suitable documentation, the existence of subjective requisites relating to the professionalism and integrity of the suppliers;
  • verifying, also through the request for the provision of suitable documentation, that the suppliers participating in the selection have the means, including financial, organizational structures, skills, know-how, quality systems and resources adapted to the needs and image of LUBEA;
  • comply with the law, the other applicable regulations, the Company Directives and the obligations deriving from the contract;
  • align selection activities with the principle of impartiality, guaranteeing equal opportunities to candidates and finalizing their choices to the interests of the company (always in compliance with the law);
  • use criteria of public choice and objectives for this purpose (quality of service, price, integrity, promptness in delivery, availability of means and structures, skills, etc.);
  • always respect the principle of good faith in contractual relations with suppliers.
c. Integrity and independence in relations with suppliers

Relations with suppliers are governed by common principles and are subject to constant monitoring by LUBEA.

In particular:

  • long-term binding projects based on short-term contracts that require continuous renewal with price revision, or consultancy contracts, however named, must be avoided without an adequate transfer of know-how;
  • it is not considered correct to induce a supplier to enter into an unfavorable contract by supplying in that supplier an unfounded hope in a subsequent contract that is more advantageous.

To guarantee the maximum transparency and efficiency of the purchasing process, LUBEA prepares and/or adopts:

    • the separation of roles – where practically feasible – between the unit that requires the supply and the unit that stipulates the relative contract;
    • operating procedures / instructions that regulate the duty to adequately document the choices made (so-called “traceability”);
    • the preservation of information and official documents relating to the selection of suppliers and the contractual documents for the periods established by the regulations in force and referred to in the internal procedures relating to purchases;
    • the principle that no payment in favor of the supplier can be made in cash or by means of bearer securities:

ii) to a person other than the supplier, except in cases where payment must be made in favor of third parties, other than the supplier, provided this is done in a legitimate, transparent and documented manner (for example, in case of credit assignment by the supplier) as well (iii) on current accounts opened with foreign credit institutions, when the supplier is not based abroad, except in exceptional cases that must be adequately justified and documented, provided that the related payments must be duly authorized by an appropriate hierarchical level.

Specific supply clauses are expressly stipulated in the individual supply contracts with regard to the knowledge and the obligation of compliance by the supplier with the principles contained in the Code of Ethics and in the LUBEA Model, with the obligation to behave in such a way as to prevent the commission, also attempted, of the crimes in relation to which the sanctions provided for in Legislative Decree 231/2001 apply, as well as resolutive clauses expressly enforceable by LUBEA in case of non-fulfillment of these obligations, obviously without prejudice to the right to compensation for any damages suffered.

LUBEA informs suppliers about the content of this Code and encourages all suppliers to adopt a model of organization, management and control pursuant to Legislative Decree 231/2001, as well as a code of ethics, in all their companies and within their supply chains.

VII. Relations with the Board of Statutory Auditors, the independent auditors and other corporate bodies

The Company’s employees are required to guarantee maximum collaboration and transparency in the relationships that they may be called upon to entertain with the Board of Statutory Auditors (if it should be established in the Company), the auditing company (if present in the Company) and the shareholders, in relation to the activities of control exercised by them.

In particular, employees of the Company must refrain from any behavior, commissive or omission, which could result in a denial to any auditors, any auditors or shareholders or that implements a work aimed at hindering the research or diverting the attention of mayors (in case of their appointment), of the auditors (if any) or of the shareholders in the exercise of their respective control activities.

6. Principles for the processing of data and information

I. Protection of the secrecy of information

Recipients who become aware of confidential information concerning LUBEA, are forbidden to disclose it to unauthorized persons, both inside and outside the company.

For confidential information we mean, by way of example only:

  • technical information relating to products and procedures;
  • purchase programs;
  • cost, price, marketing or service strategies;
  • revenue reports and other non-public financial reports;
  • information relating to sales, mergers and acquisitions;
  • any other information concerning the c.d. “Industrial know-how” and “commercial know-how” of the company.

Any communication outside the documents and information concerning LUBEA must in any case be carried out in compliance with the laws, regulations and practices of professional conduct in force, and must be carried out with clarity, transparency, completeness and timeliness.

II. Privacy protection

LUBEA ensures the confidentiality of personal and sensitive data in its possession, in compliance of the rules set by current legislation.

In particular, the privacy of all employees and/or non-subordinate collaborators is guaranteed, also pursuant to Legislative Decree 196 of 20 June 2003 and in general of the legislation regarding the protection of personal data.

To this end, it is forbidden to communicate and/or disseminate personal information without the prior consent of the interested party, except in cases where this is permitted or required by law.

It is also forbidden to conduct any inquiries regarding ideas, preferences, personal tastes and, more generally, aspects relating exclusively to the private sphere of employees / collaborators.

Finally, according to current regulations, the privacy of customers is guaranteed, whose personal, economic and consumption data cannot be communicated or disclosed, without prejudice to the legal obligations.

III. Informatic Systems

LUBEA acts in full compliance with the current legislation on the use and management of IT systems, which the recipients of this document are therefore required to comply with.

Under no circumstances is it allowed to use IT and network resources for purposes contrary to the law, public order or morality, or to commit or induce the commission of offenses.

In particular, employees and collaborators in the use of computer systems made available by the company assume a behavior based on principles of diligence and correctness. The IT technicians, that is the subjects that provide technical assistance activities, ascertain, in compliance with the privacy of employees and in general with all the legal provisions, the correct use of the aforementioned systems.

IV. Copyright

LUBEA guarantees the protection of industrial property rights or the intellectual property of third parties.

In particular, all recipients are obliged, in the exercise of their activities, to comply with the licensing agreements with software suppliers, refraining from the unauthorized use or reproduction of software, documentation or any other material protected by copyright.

7. Recycling

The recipients are absolutely forbidden to buy, receive, hide or use in any way – in the activity of LUBEA – goods of criminal origin (from others or from own crime), or perform any operation potentially dangerous to hinder the same illicit origin.

Recipients who have suspicions about the legitimate origin of money or other assets purchased, received, used or received for any reason in the company, or have news of possible recycling operations, must report it immediately to the supervision.

Before starting business relationships with customers and suppliers, the company and its employees they must acquire information about the legitimacy of the work of these new subjects.

8. Compliance with accounting matters

Every operation or transaction must be correctly recorded in the accounting system company according to the criteria indicated by law and accounting principles, and must also be duly authorized, verifiable, legitimate, consistent and appropriate.

For each transaction, consequently, there must be adequate documentary support suitable to allow, at any time, the carrying out of controls able to certify the characteristics and motivations of the accounting transaction and the verification of the decision-making process, authorization and realization, as well as the identification of the subjects who have respectively authorized, carried out, registered and verified the operation itself.

For this purpose, the supporting documentation must be readily available at any time and ordered according to logical criteria.

Each employee and collaborator is required to collaborate – within the scope of their respective functions – so that any fact relating to the management of the company is correctly and promptly recorded in the accounting of LUBEA.

Recipients who become aware of irregularities, omissions, falsifications or in general of violations of this Code in accounting records must immediately inform the Supervisory Board, which will take appropriate measures, including disciplinary measures.

9. Corporate offenses

In drawing up the corporate accounting documents, reports and other corporate communications required by law, directed to the shareholders or to the public, or in any case in all the documents prepared and communications issued by the company, the recipients in charge of these activities

must strictly respect all the laws, and are in any case required to observe the criteria of truth, transparency and correctness.

It is absolutely forbidden for recipients, outside the cases permitted by law, to return contributions to shareholders, distribute profits or reserves, or perform any other corporate operation prohibited by law (see, in particular, Articles 2621-2638 of the civil code).

10. System of sanctions

Compliance with the rules contained in the Code constitutes compliance by LUBEA employees with the obligations established by art. 2104, paragraph 2, c.c. (obligations of which the content of the same Code is a substantial and integral part).

As far as the Company’s employees are concerned, the violation of the aforementioned rules will constitute non-compliance with the obligations arising from the employment relationship and disciplinary offense, with all legal consequences, also with regard to the preservation of the employment relationship, regardless of the possible criminal relevance behavior assumed and / or the establishment of a criminal proceeding where a crime occurs.

LUBEA undertakes to foresee and impose, with consistency, impartiality and uniformity, sanctions proportionate to the respective violations of the Code and comply with the current provisions on the regulation of labor relations.

In the event of violations of the Code implemented by employees of LUBEA, the Company imposes the most appropriate disciplinary measures against the perpetrators of the offending conduct, and, as regards non-direct qualifying employees, the disciplinary measures in compliance with the provisions from the applied collective bargaining, in compliance with art. 7 of the law of May 20, 1970, n. 300 and of the current legislation.

In particular, with reference to employees of non-managerial qualification, the disciplinary measures that can be applied are those provided for by the disciplinary rules referred to in Articles 46 and ss. of the National Collective Bargaining Agreement for companies providing telecommunications services, specifically, depending on the seriousness of the infringements:

  • verbal warning;
  • written warning;
  • fine up to a maximum of three hours;
  • suspension (from the service and salary treatment) up to a maximum of three days, without prejudice to the hypothesis of non-disciplinary precautionary suspension;
  • dismissal (for the deficiencies referred to in Article 48 of the same CCNL).

In case of news of violations of the Code that emerged as a result of employee reports, the Supervisory Board of LUBEA informs the head of the human resources department. The latter, following an appropriate analysis of the violations reported, decides on the possible existence or otherwise of such violations.

In the assessment phase, the employee will be previously charged with the charge and he will also be granted a reasonable reply to his defense.

Once the violation has been ascertained, a disciplinary sanction will be imposed on the author, in agreement with the Supervisory Body, proportionate to the seriousness of the violation committed.

It is understood that the procedures, provisions and guarantees envisaged by art. 7 of the Workers’ Statute and art. 46 of the National Collective Bargaining Agreement for companies providing telecommunications services, concerning disciplinary measures.

The imposition of sanctions against managerial staff involves the involvement of the CEO by the Supervisory Body.

If the violation of the rules of the Code is carried out by a recipient who is not an employee of LUBEA (for example, self-employed person, supplier or other subject linked to contractual relations with the Company), the right of resolution is envisaged as a penalty of the relative contract or withdrawal for a just cause from the same, without prejudice to the right to compensation for any damage suffered, and this regardless of the possible criminal relevance of the behavior assumed and / or the establishment of a criminal proceeding where a crime occurs.

If the violation of the rules of the Code is implemented by one or more members of the Board of Directors and / or the Board of Statutory Auditors (if appointed), said violation will be assessed according to its severity and may result in – in the most serious cases – the revocation for a just cause of the same, in accordance with the provisions of the law.

11. Supervisory Body

In addition to the duties expressly assigned to it by the organization, management and control model adopted by the company pursuant to the same legislative act, this body is responsible for the following tasks:

  • verify the application and compliance with the Code of Ethics;
  • guaranteeing and promoting the continuous improvement of ethics within the company, including through the analysis of the data emerging in the verification activity referred to in the previous letter;
  • examine the problems of interpretation and application of the Code of Ethics, issuing, if necessary, the appropriate implementing provisions or circular clarifications;
  • to promote knowledge and understanding of the Code of Ethics (in particular: to guarantee the development of ethics communication and training activities, to analyze proposals for the revision of operational procedures and company directives with a significant impact on company ethics), preparing for this purpose training / information programs aimed at an ever-increasing and widespread understanding of the Code;
  • to receive and analyze reports of violations of the Code of Ethics;
  • report to the Board of Directors the opportunity to proceed with a review of the rules contained in the Code of Ethics, in the event of violations of it, significant changes in the activities of LUBEA or other circumstances that make changes or additions necessary;
  • participate in the preparation of all operational procedures and company directives aimed at reducing the risk of violation of the Code of Ethics, and expressing non-binding opinions on the revision of these procedures and directives as well as all ethical issues that may arise in scope of business decisions;
  • guarantee the anonymity of those who have reported violations of the Code, and protect such persons from any type of retaliation or act that may constitute a form of discrimination, penalization or punishment;
  • if it finds the violation of a provision of the Code of Ethics deserving of disciplinary sanction, the Supervisory Body promotes the related procedure to the competent body, indicating the sanction deemed necessary and proportionate to the violation committed, based on the indications contained in the disciplinary system adopted by the company.

The disciplinary sanctions must be imposed with coherence, impartiality and uniformity, while respecting the limits imposed by law and collective sector bargaining. In the event that a disciplinary sanction is imposed for a violation of the Code of Ethics, the Supervisory Body promptly informs the Board of Directors.

All recipients and all company functions are obliged to collaborate actively with the Supervisory Body.

In carrying out its activities, the Supervisory Body has free access to the whole company documentation.

12. Final provisions

With a resolution dated 29th January 2018, the Shareholders’ Meeting adopted this Code of Ethics; from that date the provisions contained therein must be respected by all recipients.

This Code is given the widest possible dissemination through publication in the registers and bulletin boards reserved for staff; a copy will also be given to the new recruits, collaborators and regular suppliers.

Any variation and / or integration of it must be approved by the Board and promptly communicated to the recipients, with the same procedures indicated above.

CODE OF ETHICS

ETHICAL CODE

The ethical principles and values ​​that guide the culture and business conduct

1. Premise

This Code of Ethics (hereinafter also only the “Code”) contains the ethical principles and values ​​that inform the corporate culture and which must inspire conduct and behavior of those operating in the interests of LUBEA s.r.l. (hereinafter the “Company”) both inside and outside the company organization.

It is an essential element of the organization, management and control model adopted by the Company pursuant to and for the purposes of Legislative Decree 231/2001.

2. General principles

I.Introduction

Legislative Decree 8 June 2001 no. 231, in particular, introduced into the Italian legal system a regime of administrative liability for institutions, intended to operate in the event that certain types of offenses expressly provided for therein are committed in their interest or for their benefit, by two categories of natural persons:

those who hold, even de facto, functions of representation, administration or management of the same body, or

those who are subject to the direction or supervision of one of the aforementioned subjects.

Article. 6 of the aforementioned decree establishes that the entity is not liable for the offense if it proves (among other things) that “the governing body has adopted and effectively implemented, before the commission of the fact, models of organization and management suitable to prevent crimes of the kind that occurred “and that” the task of supervising the functioning and observance of the models and taking care of their updating was entrusted to a body of the entity with autonomous powers of initiative and control “.

In the “Guidelines for the construction of organizational, management and control models pursuant to Legislative Decree no. 231/2001 “, adopted by Confindustria on March 31, 2008 and updated, most recently, in March 2014, an ethical code is envisaged as an essential element of the preventive control system envisaged by Legislative Decree 231/2001, intended as an official document of the institution, containing all the rights, duties, responsibilities of the institution in relation to the so-called “Stakeholders” (i.e. all categories of individuals, groups or institutions whose interests are directly or indirectly influenced by the activities of LUBEA, such as employees, suppliers, customers, public administration, shareholders, the financial market, etc.). It should also be noted that the code of ethics must aim to “recommend, promote or prohibit certain behaviors, beyond and regardless of what is provided for in the law”, and must be approved by the highest level of the body.

The adoption of a code of ethics, approved by the Board of Directors, containing the principles and values ​​that inspire all the activities of LUBEA, of the companies controlled by them, and which must address the behavior of all employees and those who collaborate with the company, as well as being a fundamental tool for countering the crimes referred to in Legislative Decree 231/2001, is also a necessary element in order to guarantee the correctness of the work, the reputation of the name and the entrepreneurial success of the company.

II. Recipients

The rules contained in this Code of Ethics are intended for:

  • all the top managers of LUBEA (and its subsidiaries), that is, functions of representation, administration or management of the Company or of an organizational unit with financial and functional autonomy, as well as those who exercise, even in fact, the management and control of the institution;
  • all persons subject to the direction or supervision of the aforementioned persons;
  • all persons who, without being employees, cooperate in various capacities with LUBEA (or with the companies controlled by it), perform activities at, on behalf of or in the interest of such companies, entertain commercial relationships with them, receive from those offices or have lasting relationships with them (consultants, suppliers, customers, agents, contractors, business partners, contractors, etc.).

These subjects (hereinafter simply “the recipients”) undertake to respect and to fully apply the rules contained in the Code of Ethics for the entire period of time in which they will work in the offices of LUBEA (or its subsidiaries) or they will collaborate (in the broader sense described above) with them.

Those who have the task of setting the company policy, of administering and managing the company from every point of view (for example, the members of the Board of Directors) must also inspire every decision-making decision to the principles and rules contained in the Code of Ethics.

Below, for convenience, we will refer to the sole company LUBEA; however, it remains firm that the obligations and principles to which reference will be made must also be respected by the subsidiaries of LUBEA and their employees.

The task of monitoring compliance with the Code (an integral part of the organization, management and control model pursuant to Legislative Decree No. 231/2001), spreading the Company’s ethical principles and values ​​to all employees and in particular to managers. On the other hand, the task of clarifying possible interpretative doubts as well as the task of receiving reports of possible violations of the Code and proposing possible improvements to the provisions of the Code itself is delegated to the Supervisory Body set up by LUBEA pursuant to Legislative Decree 231 / 2001, which is also entrusted with the general task of supervising the functioning of compliance with the aforementioned organizational model and of updating it.

The Code of Ethics is brought to the attention of the recipients through appropriate and appropriate communication activities. It is an integral and substantial part of the employment contract of every employee of the company and will be delivered to each new employee; every new employee will have to demonstrate that he has read and understood it.

In order to ensure the correct understanding of the Code of Ethics to all recipients, and based on the indications of the Supervisory Body, a training program is developed annually to promote the knowledge of the principles contained in the Code of Ethics, differentiated according to the role and the responsibility of the recipients themselves.

Compliance with the Code of Ethics constitutes, for all the workers, pursuant to art. 2104 of the Civil Code, a contractual obligation, the violation of which complies with a serious breach of the obligations arising from the employment contract and a source of tort, with all consequent personal responsibility.

The company reserves the right to protect its interests in any competent office with respect to third-party collaborators, who have violated the rules of the Code of Ethics intended for them and which have been the object of contractual agreement with the company.

The addressees also have the obligation to report to the Supervisory Board all violations of the Code of Ethics or behaviors contrary to the principles contained therein, set up by employees or collaborators (in the broader sense described above) of LUBEA, of whom they have come to knowledge, or of which they suspect, and to collaborate with this body in all the activities from it carried out.

LUBEA will identify suitable reporting procedures and procedures that guarantee the anonymity of the reporting party, the prompt verification of the validity of the same as well as the possibility for the person reported to be heard by the Supervisory Body.

The reporter will not be subjected to any retaliation, discrimination, or other negative consequence as a result of the report.

The company undertakes to guarantee the secrecy of the name of the person reporting – within the limits of obligations of communication provided for by the law – and to guarantee its protection from any form of penalization as a result of the report.

It is the duty of the company to carry out periodic audits (at least annually) in order to comply with and correctly apply the provisions of the Code of Ethics, as well as to update it – also upon notification by the Supervisory Body – where violations of it emerge, significant changes in LUBEA activity or other circumstances that make changes or additions necessary (such as regulatory changes).

III. Company Values

Below are the values ​​considered fundamental, shared and recognized by LUBEA and a to which the various stakeholders involved refer, in relation to their role and to the type of activity carried out, to promote the good functioning, reliability and reputation of the Company.

Transparency

The information disseminated by LUBEA is complete, transparent, accurate and understandable. LUBEA undertakes to inform all stakeholders about the company in a clear and transparent manner its own situation and its own trend without favoring any group of interest or single individual through the functions assigned to it.

Respect for the law

Compliance with the law is a mandatory requirement for LUBEA and for all its employees and collaborators, who are required to standardize all their behavior with it.

Every employee or collaborator must be aware of the laws that govern the activity of his competence.

Where there may be an apparent conflict between the rules of professional diligence and legal provisions, and in any case in the event of difficult interpretation and application of the law, the worker may consult his manager, the legal function or the Supervisory Body, which they will provide the applicant with timely information.

Attention to the employee

LUBEA promotes policies aimed at enhancing internal human resources and guaranteeing them significant professional growth, with the belief that they represent the main business success factor. LUBEA nurtures and promotes the working possibilities of young people, with an eye on women’s employment.

LUBEA invests in young resources, considered a real added value for the company at the service of customers who spur to work in a group to achieve a common result. Equal opportunities are guaranteed in the workplace and no forms of discrimination or harassment nor an offensive or intimidating work environment are tolerated. LUBEA undertakes to promote respect for the physical, moral and cultural integrity of the individual, guaranteeing individual dignity and safe working environments.

LUBEA promotes team spirit and mutual collaboration and expects that the employees, at every level, collaborate in maintaining a climate of mutual respect for the dignity and reputation of everyone.

Customer care

LUBEA reserves the utmost attention to customers and is committed to guaranteeing high levels quality standards of the service offered as well as the post-sales processes in order to ensure customer satisfaction.

The contractual relationships with customers are based on principles of fairness and honesty, professionalism, transparency and, in any case, characterized by the maximum collaboration on the part of the company.

In particular, all relationships with customers (communications, contracts, advertising information) must comply with the following characteristics:

– all the regulations in force must be respected, as well as the general principle of good faith in contractual relations;

– clear and comprehensible language must be used;

– the customer must not voluntarily omit any circumstance relevant to the purposes of his decision.

Any change in the contract must be promptly communicated to the customer.

The company does not use untrue advertising tools with its customers.

Responsibility towards the community

LUBEA supports social, cultural and educational initiatives by supporting related organisms and no-profit organisms as well as humanitarian initiatives.

Loyalty and Integrity

In carrying out its activities, LUBEA pursues conduct inspired by integrity moral and transparency, as well as the values ​​of honesty, fairness and good faith.

LUBEA develops its activities preserving the value of fair competition with other competitors and committing itself to promoting fair competition, considered as an element aimed at achieving its own interests, as well as those of its customers, of other companies in the market operating in the same sector and all those who come directly or indirectly in contact with the company’s activities (such as employees, customers, consumers, suppliers, lenders, etc.).

Therefore, involvement in market division operations with other competitors and other conduct aimed at limiting production and sale, in violation of the principles of free competition, are avoided.

Simplicity

LUBEA adopts simplicity as a true ethical factor of development.

LUBEA aims to bring added value to its customers and partners by offering services in complete transparency and with clear and simple proposals both technical and economic, always ensuring full compliance with the project requirements in line with the indications received from the customer. For this reason, the commercial proposition of LUBEA reflects its simplicity model: LUBEA offers customers simple, clear and transparent offers.

3. Relations with employees and contractors

I. Rules of conduct in the selection, recruitment and execution of the employment relationship

The evaluation and selection of personnel to be hired is carried out in respect of peers job opportunities, without discrimination of sex, age, race, language, religion, political opinions and trade union policies or personal and social conditions.

The information requested to the worker is exclusively those relevant for the purpose of the

evaluation of the professional attitude of the same, in compliance with the privacy and personal opinions of the worker.

The company firmly forbids any act of favoritism, nepotism, discrimination or cronyism in any area of ​​social life (selection of personnel – for example, avoiding that the selector is bound by kinship with the candidate – promotions, awards, etc.).

It is forbidden for all recipients to solicit or accept promises or payments of money or services of any kind, which may be aimed at hiring, transferring or promoting a worker.

Workers are recruited with a regular employment contract, in accordance with the applicable laws and national collective labor agreements.

LUBEA offers the same career opportunities to those who are in possession of the characteristics required for access to functions, tasks and / or higher profiles, without any discrimination and based on meritocratic criteria, acquired professional competence and, in any case, on the basis of strictly professional parameters.

LUBEA considers staff training and constant updating on specific issues (for example, on safety and hygiene at work), the company’s primary need.

Compatibly with the general efficiency of the work, those flexibility in the organization of work will be favored which will facilitate the management of the maternity status and in general the care of the children.

It is forbidden for the hierarchical superior to request, as due action, benefits, personal favors and any behavior that constitutes a violation of this Code.

LUBEA undertakes to protect the right of workers and workers to live in a peaceful working environment in which interpersonal relationships are based on fairness and mutual respect for the freedom and dignity of the person.

To this end, the company undertakes to remove all obstacles to the implementation of these rights, so as to guarantee respect for the inviolability of the human person, and to protect all those who work within LUBEA from any act or behavior that produces detrimental effect in interpersonal relationships and which discriminate, even indirectly, in reason of sex, age, race, language, religion, political and union opinions or personal and social conditions.

The managers of the corporate structures and departments have the duty to prevent the occurrence of discrimination, and of every act and behavior detrimental to the dignity of the person. All employees and collaborators of LUBEA must contribute to ensuring a work environment in which the dignity of persons is respected. Anyone who lends his business to the Company believes that he has been harassed or that he has been discriminated against for any reason can report the incident to the Supervisory Body. Any act of retaliation against the employee who refuses, complains or reports such unfortunate facts is prohibited.

II. Safety and health in the workplace

LUBEA pays particular attention to the creation and management of environments and workplaces adequate for the safety and health of managers and employees, in compliance with the directives national and international provisions.

LUBEA promotes and protects the health and safety of its workers.

To this end, the company, as an employer, as well as managers – as far as they are responsible – have the obligation to fulfill all the obligations originally introduced by Legislative Decree 626/1994, and now contained in Legislative Decree No. 81 of 9 April 2008, and in particular to prepare and implement the general measures for the protection of the worker and to carry out all the other behaviors indicated in the same legislative decrees, or in any case necessary to protect the safety and health of workers , also promoting responsible conduct by all employees and / or collaborators.

In particular, the fundamental principles and criteria on the basis of which the decisions, of all kinds and at all levels, in the field of health and safety at work, can thus identify:

  • avoid risks;
  • assess the risks that cannot be avoided as inherent in the company’s own business;
  • carry out prevention activities that neutralize risks at the source and reduce them to a minimum, planning this activity in accordance with the technique, organization and working conditions;
  • attribute importance to collective and individual protection measures, constantly monitoring the correct use of the same;
  • replace what is dangerous with what is not dangerous or less, providing a constant updating of equipment and instruments taking into account the degree of technical evolution;
  • give adequate instructions to the workers, carrying out an effective activity of
  • training;
  • plan the measures deemed appropriate to ensure the improvement of safety levels, also through the adoption of codes of conduct and good practices;
  • adapt the work of man with reference to the design of workplaces, the choice of equipment and production methods, in order to mitigate the monotonous and repetitive work and reduce any negative effects on health.
  • employees and/or collaborators, in turn, must comply with the obligations set out in the aforementioned legislation, contributing to the fulfillment of all the obligations imposed by law or by the competent authority and to implement the necessary measures for the health and safety of workers.

LUBEA undertakes to ensure that the above-mentioned principles and criteria are respected by all their personnel.

III. Conflict of interests

The recipients, in the execution of the services assigned to them and in the performance of their duties must always pursue the primary interest of the company, without prejudice to compliance with the law and with the rules and principles established in this Code.

They must also avoid situations that may create conflicts of interest, both real and potential, between personal and business activities. A conflict of interest means the situation in which the employee / collaborator, in relation to a given transaction, has (even if only potentially), on his own behalf or on behalf of third parties, an interest in conflict with that of the company.

By way of example, they complement a conflict of interest:

  • the “cointeressenza” – for whatever reason, obvious or hidden – of a recipient or his family members in the activities of suppliers, customers, competitors;
  • the revelation or use of news and information learned in the performance of work, for the benefit of own or third parties and in any case in contrast with the interests of the company;
  • the carrying out of work activities of any kind with customers, competing suppliers or third parties in contrast with the interests of the company;
  • the stipulation of contracts or the start of negotiations on behalf of the company, which have as counterpart family members or members of the employee, or subjects in any way attributable to the same;
  • in general, the exploitation of one’s position within the company for the realization of interests in contrast with those of the company.

In the case in which a situation, even if only a potential conflict, occurs, the employee or collaborator involved must immediately inform the manager or supervisory body, who will identify the measures necessary to stop this situation. and, where there is a possible violation of the provisions of this Code, they will evaluate the opportunity to proceed with the establishment of a disciplinary procedure.

It is the duty of each recipient, where he becomes aware of possible situations of conflict of interest concerning other employees or collaborators, to inform immediately the Supervisory Body.

The employee who receives gifts, or other form of benefit/advantage, not directly attributable to normal courtesy relations, will have to take every appropriate initiative in order to refuse said gift or other form of benefit/advantage, however, in compliance with company policies.

4. Protection of Company Assets

I. Protection of company assets and the working environment

Every employee is required to safeguard the company assets, keeping the movable and immovable assets, technological resources and IT supports, equipment, company products, information and / or LUBEA’s know-how.

In particular, every employee must:

  • use company assets according to company policies, scrupulously observing all security programs to prevent unauthorized use or theft;
  • avoid improper use of company assets that may cause damage or reduce efficiency, or in any case conflict with the Company’s interests;
  • to keep secret the confidential information concerning the Company or commercial partners of the Company, avoiding disclosing them to third parties;
  • to scrupulously respect the provisions of corporate security policies, in order not to compromise the functionality and protection of IT systems;
  • not to send miners and outrageous e-mail messages, not to use non-polite or unprofessional language, not to express inappropriate comments that could cause offense to the person and / or damage to the corporate image;
  • to keep and not to reveal to unauthorized third parties your personal password and your access code to the company databases;
  • not to reproduce company software for personal use or use the supplied tools for private purposes;
  • not to use corporate communication systems (e-mail, intranet, etc.) and the web for purposes other than professional and service purposes; Furthermore, each employee involved in relations with content providers is prohibited from purchasing and disseminating content that conflicts with the provisions of the law (e.g., pedophile material).

Every employee is responsible for the protection of the resources entrusted to him and has the duty to promptly inform his direct managers of events potentially dangerous for LUBEA.

The above-mentioned principles are also applicable to employees, insofar as they can be concretely involved in safeguarding company assets, as they are allowed to use the Company’s equipment, resources or assets (as described above).

II. Protection of the Corporate image

The good reputation and/or image of LUBEA represents an essential intangible resource.

The employees of LUBEA undertake to act in compliance with the principles set forth in this Code in the relationships between colleagues, customers, suppliers and third parties in general, maintaining a decent demeanor meeting the standards common to the companies of the size and importance of LUBEA.

5. Relations with third parties

I. Relations with the Public Administration

Integrity, correctness and transparency are the values ​​that must be respected by the recipients in all relationships, inside and outside the company.

Relations with the Public Administration, public officials or public service representatives, and in general with all public entities must be characterized by strict compliance with applicable laws and regulations and must comply with the principles of diligence, transparency and honesty. These relationships may be kept exclusively by the company departments responsible for this and by the authorized personnel, and must be analytically reconstructed in appropriate documentation, which must be carefully guarded for possible checks. It is forbidden to grant, offer or promise money, gifts or gifts of any kind to managers, officials or employees of the Public Administration or their relatives, both Italian and other countries, to compensate or repay the same of an act of their office or to obtain the accomplishment of an act contrary to the duties of their office. Regalia of modest value and acts of commercial courtesy are allowed only if they do not compromise the integrity of the parties and the impartiality of the Public Administration and cannot be interpreted, in any way, as acts destined to obtain advantages and favors in a way improper.

In the event that a tender is carried out with the Public Administration, it will be necessary to operate in compliance with the law and with the correct commercial practice. If the company uses a consultant or a third party to be represented in relations with the Public Administration, the same directives given to the employees of the company apply to this subject. LUBEA must not be represented in relations with the Public Administration by a third party when conflicts of interest can arise.

The following actions (direct or indirect) are absolutely prohibited during a business negotiation or in any type of commercial relationship with the Public Administration:

  • examine or propose employment and/or commercial opportunities for the employee of P.A. which represents the P.A. in the negotiation in progress, of his family members or of persons to that however traceable;
  • offer or provide gifts of any kind, except for those of modest value which constitute a lawful commercial practice;
  • solicit or obtain confidential information that may compromise the integrity or reputation of both parties;
  • improperly influence the decisions of the counterparty.

It is also forbidden to hire former employees of the Public Administration (or their relatives), who have personally and actively participated in the business negotiations, or to endorse the requests made by the institution to the Public Administration.

In exceptional cases, the assumption of such subjects is admissible only with the prior approval of the Supervisory Body, which must first ascertain the correctness of the procedure to which the person to be hired (or relative) has intervened as an employee of the Public Administration, verifying also that the choice of the candidate to be hired was made on the basis of meritocratic criteria.

Any violation (actual or potential) committed by the institution or by third parties must be promptly reported to the Supervisory Body.

The institution can contribute to the financing of political parties, committees, public organizations or political candidates, provided that the regulations are in force.

LUBEA cannot benefit from relations with the Public Administration, except through the lawful establishment of contractual relationships, lawfully obtained provisions and / or disbursements of any nature, duly obtained and intended for the purposes for which they are granted.

In particular, recipients are required to adopt behavior aimed at avoiding:

  • the undue receipt, by the Company, of grants, subsidies, loans,
  • or other disbursements of the same type in any way denominated, granted or granted by Public Entities, through the use or presentation of false or false documents, or by the omission of due information, or by means of artifice and deception;
  • the allocation of grants, grants, loans or other disbursements of the same type in any denominated manner obtained by the Company, for purposes other than those for which they are granted.

II. Relations with the regulatory authorities of the market

LUBEA scrupulously respects the antitrust rules and those dictated by the regulatory bodies of the market (for example, the Competition and Market Authority, the Authority for the Protection of Personal Data, etc.).

With regard to the competent supervisory authorities, the information must be presented only by the employees specifically appointed by the company. Employees, within their respective competences, are obliged to collaborate with these authorities and to respond correctly and promptly to their requests.

III.Relations with the Supervisory Authorities – Judicial Authorities

LUBEA acts in compliance with the law and favors, within the limits of its competences, the correct administration of justice.

In carrying out its activities, LUBEA collaborates with representatives of the judicial authorities, law enforcement agencies and any public official who has powers of inspection, providing all the information requested by these Authorities, in a complete, correct, truthful, adequate and timely manner.

LUBEA requires recipients to provide maximum availability and collaboration towards anyone who comes to carry out inspections and controls on behalf of the Supervisory Authorities.

In anticipation of a judicial proceeding, an investigation or an inspection by the Public Administration, it is forbidden to destroy or alter records, minutes, accounting records and any type of document.

In relations with national, EU and international institutions, LUBEA undertakes to:

  • establish, without any kind of discrimination, stable channels of communication with all the institutional interlocutors involved in carrying out their activities;
  • represent personal interests and positions in a transparent, rigorous and coherent manner, avoiding collusive attitudes.

IV. Relations with political and trade union organizations.

LUBEA does not support events or initiatives that have an exclusively or mainly political purpose, it refrains from any direct or indirect pressure towards political exponents and does not dispense contributions to trade unions or associations with which a conflict of interest can be identified.

The provision of any contribution must, however, always take place in full compliance with the law and be properly documented.

V. Relations with media

LUBEA is committed to providing the media with communications that are compliant and consistent with the company policies, programs that are truthful, coherent with each other, transparent and non-instrumental. To this end, relations with the press and other mass media are exclusively the responsibility of the Chairman, the Chief Executive Officer and the corporate functions in charge, also in compliance with the fundamental need for confidentiality that internal information requires. Information on the Company’s targets, results and points of view are provided by the Chairman, the Chief Executive Officer and the Top Management. The carrying out of public interventions, also through the media, the participation in conferences, congresses and seminars, the editing of articles and essays is authorized by the Top Management of belonging, after sharing the texts and reports prepared, where necessary in relation to the issues treated, with the person in charge concerned. In the field of advertising in trade magazines, LUBEA observes the utmost transparency, committing itself to maintaining the clear separation between information and advertising and to always guarantee the reader the immediate recognition of the promotional message; in the preparation of advertising campaigns and in the public disclosure of information relating to the company’s products / services, LUBEA must ascertain that the data released are correct and comply with current legislation.

VI. Relations with suppliers and with business partners

a. General rules of behavior

LUBEA imprints its conduct in relations with suppliers to the principles of transparency, equality, loyalty and competition.

In particular, LUBEA employees responsible for managing suppliers must:

  • scrupulously observe the operating practices and internal procedures relating to the selection of suppliers and the management of relations with them;
  • obtain the collaboration of suppliers in ensuring the satisfaction of customer needs in terms of quality, cost and time of delivery of goods or provision of services;
  • observe and respect, in the supply relationships, the applicable legal provisions and the contractually established conditions;
  • in relations with content providers relating to mobile videophone services, do not purchase images and / or contents contrary to the provisions of the law (e.g. pedophilia);
  • observe the principles of transparency and completeness of information in correspondence with suppliers;
  • avoid receiving money or any other benefit or benefit from anyone other than LUBEA for performing an act of their office or contrary to official duties;
  • avoid giving or receiving, directly or indirectly, gifts, gifts, hospitality, or other advantages, unless the value of the same does not exceed the limits established by the appropriate procedure.
b. Supplier choice

The selection of suppliers and the determination of purchasing conditions are based on an objective evaluation of the quality and price of the good or service, as well as guarantees of assistance and timeliness.

To this end, the recipients assigned to the selection and management of relationships with suppliers must comply with the following principles:

  • to recognize suppliers with the necessary requisites equal opportunities for participation in the selection;
  • verify, even through the request for the submission of suitable documentation, the existence of subjective requisites relating to the professionalism and integrity of the suppliers;
  • verifying, also through the request for the provision of suitable documentation, that the suppliers participating in the selection have the means, including financial, organizational structures, skills, know-how, quality systems and resources adapted to the needs and image of LUBEA;
  • comply with the law, the other applicable regulations, the Company Directives and the obligations deriving from the contract;
  • align selection activities with the principle of impartiality, guaranteeing equal opportunities to candidates and finalizing their choices to the interests of the company (always in compliance with the law);
  • use criteria of public choice and objectives for this purpose (quality of service, price, integrity, promptness in delivery, availability of means and structures, skills, etc.);
  • always respect the principle of good faith in contractual relations with suppliers.
c. Integrity and independence in relations with suppliers

Relations with suppliers are governed by common principles and are subject to constant monitoring by LUBEA.

In particular:

  • long-term binding projects based on short-term contracts that require continuous renewal with price revision, or consultancy contracts, however named, must be avoided without an adequate transfer of know-how;
  • it is not considered correct to induce a supplier to enter into an unfavorable contract by supplying in that supplier an unfounded hope in a subsequent contract that is more advantageous.

To guarantee the maximum transparency and efficiency of the purchasing process, LUBEA prepares and/or adopts:

    • the separation of roles – where practically feasible – between the unit that requires the supply and the unit that stipulates the relative contract;
    • operating procedures / instructions that regulate the duty to adequately document the choices made (so-called “traceability”);
    • the preservation of information and official documents relating to the selection of suppliers and the contractual documents for the periods established by the regulations in force and referred to in the internal procedures relating to purchases;
    • the principle that no payment in favor of the supplier can be made in cash or by means of bearer securities:

ii) to a person other than the supplier, except in cases where payment must be made in favor of third parties, other than the supplier, provided this is done in a legitimate, transparent and documented manner (for example, in case of credit assignment by the supplier) as well
(iii) on current accounts opened with foreign credit institutions, when the supplier is not based abroad, except in exceptional cases that must be adequately justified and documented, provided that the related payments must be duly authorized by an appropriate hierarchical level.

Specific supply clauses are expressly stipulated in the individual supply contracts with regard to the knowledge and the obligation of compliance by the supplier with the principles contained in the Code of Ethics and in the LUBEA Model, with the obligation to behave in such a way as to prevent the commission, also attempted, of the crimes in relation to which the sanctions provided for in Legislative Decree 231/2001 apply, as well as resolutive clauses expressly enforceable by LUBEA in case of non-fulfillment of these obligations, obviously without prejudice to the right to compensation for any damages suffered.

LUBEA informs suppliers about the content of this Code and encourages all suppliers to adopt a model of organization, management and control pursuant to Legislative Decree 231/2001, as well as a code of ethics, in all their companies and within their supply chains.

VII. Relations with the Board of Statutory Auditors, the independent auditors and other corporate bodies

The Company’s employees are required to guarantee maximum collaboration and transparency in the relationships that they may be called upon to entertain with the Board of Statutory Auditors (if it should be established in the Company), the auditing company (if present in the Company) and the shareholders, in relation to the activities of control exercised by them.

In particular, employees of the Company must refrain from any behavior, commissive or omission, which could result in a denial to any auditors, any auditors or shareholders or that implements a work aimed at hindering the research or diverting the attention of mayors (in case of their appointment), of the auditors (if any) or of the shareholders in the exercise of their respective control activities.

6. Principles for the processing of data and information

I. Protection of the secrecy of information

Recipients who become aware of confidential information concerning LUBEA, are forbidden to disclose it to unauthorized persons, both inside and outside the company.

For confidential information we mean, by way of example only:

  • technical information relating to products and procedures;
  • purchase programs;
  • cost, price, marketing or service strategies;
  • revenue reports and other non-public financial reports;
  • information relating to sales, mergers and acquisitions;
  • any other information concerning the c.d. “Industrial know-how” and “commercial know-how” of the company.

Any communication outside the documents and information concerning LUBEA must in any case be carried out in compliance with the laws, regulations and practices of professional conduct in force, and must be carried out with clarity, transparency, completeness and timeliness.

II. Privacy protection

LUBEA ensures the confidentiality of personal and sensitive data in its possession, in compliance of the rules set by current legislation.

In particular, the privacy of all employees and/or non-subordinate collaborators is guaranteed, also pursuant to Legislative Decree 196 of 20 June 2003 and in general of the legislation regarding the protection of personal data.

To this end, it is forbidden to communicate and/or disseminate personal information without the prior consent of the interested party, except in cases where this is permitted or required by law.

It is also forbidden to conduct any inquiries regarding ideas, preferences, personal tastes and, more generally, aspects relating exclusively to the private sphere of employees / collaborators.

Finally, according to current regulations, the privacy of customers is guaranteed, whose personal, economic and consumption data cannot be communicated or disclosed, without prejudice to the legal obligations.

III. Informatic Systems

LUBEA acts in full compliance with the current legislation on the use and management of IT systems, which the recipients of this document are therefore required to comply with.

Under no circumstances is it allowed to use IT and network resources for purposes contrary to the law, public order or morality, or to commit or induce the commission of offenses.

In particular, employees and collaborators in the use of computer systems made available by the company assume a behavior based on principles of diligence and correctness. The IT technicians, that is the subjects that provide technical assistance activities, ascertain, in compliance with the privacy of employees and in general with all the legal provisions, the correct use of the aforementioned systems.

IV. Copyright

LUBEA guarantees the protection of industrial property rights or the intellectual property of third parties.

In particular, all recipients are obliged, in the exercise of their activities, to

comply with the licensing agreements with software suppliers, refraining from the unauthorized use or reproduction of software, documentation or any other material protected by copyright.

7. Recycling

The recipients are absolutely forbidden to buy, receive, hide or use in any way – in the activity of LUBEA – goods of criminal origin (from others or from own crime), or perform any operation potentially dangerous to hinder the same illicit origin.

Recipients who have suspicions about the legitimate origin of money or other assets purchased, received, used or received for any reason in the company, or have news of possible recycling operations, must report it immediately to the supervision.

Before starting business relationships with customers and suppliers, the company and its employees they must acquire information about the legitimacy of the work of these new subjects.

8. Compliance with accounting matters

Every operation or transaction must be correctly recorded in the accounting system company according to the criteria indicated by law and accounting principles, and must also be duly authorized, verifiable, legitimate, consistent and appropriate.

For each transaction, consequently, there must be adequate documentary support suitable to allow, at any time, the carrying out of controls able to certify the characteristics and motivations of the accounting transaction and the verification of the decision-making process, authorization and realization, as well as the identification of the subjects who have respectively authorized, carried out, registered and verified the operation itself.

For this purpose, the supporting documentation must be readily available at any time and ordered according to logical criteria.

Each employee and collaborator is required to collaborate – within the scope of their respective functions – so that any fact relating to the management of the company is correctly and promptly recorded in the accounting of LUBEA.

Recipients who become aware of irregularities, omissions, falsifications or in general of violations of this Code in accounting records must immediately inform the Supervisory Board, which will take appropriate measures, including disciplinary measures.

9. Corporate offenses

In drawing up the corporate accounting documents, reports and other corporate communications required by law, directed to the shareholders or to the public, or in any case in all the documents prepared and communications issued by the company, the recipients in charge of these activities must strictly respect all the laws, and are in any case required to observe the criteria of truth, transparency and correctness.

It is absolutely forbidden for recipients, outside the cases permitted by law, to return contributions to shareholders, distribute profits or reserves, or perform any other corporate operation prohibited by law (see, in particular, Articles 2621-2638 of the civil code).

10. System of sanctions

Compliance with the rules contained in the Code constitutes compliance by LUBEA employees with the obligations established by art. 2104, paragraph 2, c.c. (obligations of which the content of the same Code is a substantial and integral part).

As far as the Company’s employees are concerned, the violation of the aforementioned rules will constitute non-compliance with the obligations arising from the employment relationship and disciplinary offense, with all legal consequences, also with regard to the preservation of the employment relationship, regardless of the possible criminal relevance behavior assumed and / or the establishment of a criminal proceeding where a crime occurs.

LUBEA undertakes to foresee and impose, with consistency, impartiality and uniformity, sanctions proportionate to the respective violations of the Code and comply with the current provisions on the regulation of labor relations.

In the event of violations of the Code implemented by employees of LUBEA, the Company imposes the most appropriate disciplinary measures against the perpetrators of the offending conduct, and, as regards non-direct qualifying employees, the disciplinary measures in compliance with the provisions from the applied collective bargaining, in compliance with art. 7 of the law of May 20, 1970, n. 300 and of the current legislation.

In particular, with reference to employees of non-managerial qualification, the disciplinary measures that can be applied are those provided for by the disciplinary rules referred to in Articles 46 and ss. of the National Collective Bargaining Agreement for companies providing telecommunications services, specifically, depending on the seriousness of the infringements:

  • verbal warning;
  • written warning;
  • fine up to a maximum of three hours;
  • suspension (from the service and salary treatment) up to a maximum of three days, without prejudice to the hypothesis of non-disciplinary precautionary suspension;
  • dismissal (for the deficiencies referred to in Article 48 of the same CCNL).

In case of news of violations of the Code that emerged as a result of employee reports, the Supervisory Board of LUBEA informs the head of the human resources department. The latter, following an appropriate analysis of the violations reported, decides on the possible existence or otherwise of such violations.

In the assessment phase, the employee will be previously charged with the charge and he will also be granted a reasonable reply to his defense.

Once the violation has been ascertained, a disciplinary sanction will be imposed on the author, in agreement with the Supervisory Body, proportionate to the seriousness of the violation committed.

It is understood that the procedures, provisions and guarantees envisaged by art. 7 of the Workers’ Statute and art. 46 of the National Collective Bargaining Agreement for companies providing telecommunications services, concerning disciplinary measures.

The imposition of sanctions against managerial staff involves the involvement of the CEO by the Supervisory Body.

If the violation of the rules of the Code is carried out by a recipient who is not an employee of LUBEA (for example, self-employed person, supplier or other subject linked to contractual relations with the Company), the right of resolution is envisaged as a penalty of the relative contract or withdrawal for a just cause from the same, without prejudice to the right to compensation for any damage suffered, and this regardless of the possible criminal relevance of the behavior assumed and / or the establishment of a criminal proceeding where a crime occurs.

If the violation of the rules of the Code is implemented by one or more members of the Board of Directors and / or the Board of Statutory Auditors (if appointed), said violation will be assessed according to its severity and may result in – in the most serious cases – the revocation for a just cause of the same, in accordance with the provisions of the law.

11. Supervisory Body

In addition to the duties expressly assigned to it by the organization, management and control model adopted by the company pursuant to the same legislative act, this body is responsible for the following tasks:

  • verify the application and compliance with the Code of Ethics;
  • guaranteeing and promoting the continuous improvement of ethics within the company, including through the analysis of the data emerging in the verification activity referred to in the previous letter;
  • examine the problems of interpretation and application of the Code of Ethics, issuing, if necessary, the appropriate implementing provisions or circular clarifications;
  • to promote knowledge and understanding of the Code of Ethics (in particular: to guarantee the development of ethics communication and training activities, to analyze proposals for the revision of operational procedures and company directives with a significant impact on company ethics), preparing for this purpose training / information programs aimed at an ever-increasing and widespread understanding of the Code;
  • to receive and analyze reports of violations of the Code of Ethics;
  • report to the Board of Directors the opportunity to proceed with a review of the rules contained in the Code of Ethics, in the event of violations of it, significant changes in the activities of LUBEA or other circumstances that make changes or additions necessary;
  • participate in the preparation of all operational procedures and company directives aimed at reducing the risk of violation of the Code of Ethics, and expressing non-binding opinions on the revision of these procedures and directives as well as all ethical issues that may arise in scope of business decisions;
  • guarantee the anonymity of those who have reported violations of the Code, and protect such persons from any type of retaliation or act that may constitute a form of discrimination, penalization or punishment;
  • if it finds the violation of a provision of the Code of Ethics deserving of disciplinary sanction, the Supervisory Body promotes the related procedure to the competent body, indicating the sanction deemed necessary and proportionate to the violation committed, based on the indications contained in the disciplinary system adopted by the company.

The disciplinary sanctions must be imposed with coherence, impartiality and uniformity, while respecting the limits imposed by law and collective sector bargaining. In the event that a disciplinary sanction is imposed for a violation of the Code of Ethics, the Supervisory Body promptly informs the Board of Directors.

All recipients and all company functions are obliged to collaborate actively with the Supervisory Body.

In carrying out its activities, the Supervisory Body has free access to the whole company documentation.

12. Final provisions

With a resolution dated 29th January 2018, the Shareholders’ Meeting adopted this Code of Ethics; from that date the provisions contained therein must be respected by all recipients.

This Code is given the widest possible dissemination through publication in the registers and bulletin boards reserved for staff; a copy will also be given to the new recruits, collaborators and regular suppliers.

Any variation and / or integration of it must be approved by the Board and promptly communicated to the recipients, with the same procedures indicated above.