Ethical code

TABLE OF CONTENTS

 

1.      INTRODUCTION

1.1       Ethical outlook of SPAL Automotive Srl

1.2       Scope of the Code and disciplinary system

2.      GENERAL PRINCIPLES AND CRITERIA OF CONDUCT

2.1       Honesty, moral integrity, accuracy, transparency and objectivity

2.2       Non-discrimination

2.3       Value of human resources

2.4       Accuracy and transparency of corporate information

2.5       Internal control system

2.6       External communication

2.7       Information transparency and completeness

2.8       Information confidentiality and processing

2.9       Quality and safety of products and supplies

2.10     Unfair competition

2.11     Preventing conflict of interest

2.12     Donations, gifts and benefits

2.13     Accountability towards the community

3.      RELATIONS WITH STAFF

3.1       Staff recruitment

3.2       Establishing a working relationship

3.3       Employee management

3.4       Resource development and training

3.5       Staff assessment

3.6       Workers rights: health and safety at work

3.7       Workers rights: protection of privacy

3.8       Workers’ rights: personal protection

3.9       Workers’ duties: general criteria of conduct

3.10     Workers’ duties: conflict of interest

3.11     Workers’ duties: protection of corporate assets

3.12     Workers’ duties: information management

3.13     Workers’ duties: information obligations

4.      RELATIONS WITH CUSTOMERS AND SUPPLIERS

5.      RELATIONS WITH PUBLIC ADMINISTRATION

6.      RELATIONS WITH THE COMMUNITY AND INSTITUTIONS

6.1       Social policy

6.2       Relations with parties, trade union organisations and associations

6.3       Institutional relations

7.      CRITERIA OF CONDUCT IN RELATION TO ACCOUNTING,

8.      CRITERIA OF CONDUCT REGARDING PREVENTION OF MONEY LAUNDERING

9.      PROTECTION OF THE ENVIRONMENT

10.   IMPLEMENTATION AND CONTROL OF THE CODE OF ETHICS

10.1 Implementation

10.2     Awareness and understanding of the Code of Ethics

10.3     Penalties against employees

10.4     Penalties against freelancers, consultants and contractual partners

10.5     Control by the Supervisory Body over the Code of Ethics

 

 

1.         INTRODUCTION

This document defines values and principles of conduct important to SPAL Automotive Srl, for the purposes of effective operation, reliability, compliance with laws and regulations as well as the reputation of SPAL Automotive Srl

It also contains a set of rights, duties and responsibilities of SPAL Automotive Srl regarding the Company’s internal and external stakeholders (employees, suppliers, customers, Public Administration, financial market etc.) over and above provisions set out in the legislation.

The Code of Ethics also constitutes an integral part of the Organisation Management and Control Model adopted by SPAL Automotive Srl concerning legislation on the liability of entities for administrative offences arising from crimes referred to in Legislative Decree No 231 of 8 June 2001, which is referred to in the following Articles simply as Legislative Decree No 231/01.

This document was approved by the Company’s governing bodies, which undertake to ensure the maximum circulation thereof

1.1       Ethical outlook of SPAL Automotive Srl

SPAL Automotive Srl's philosophy is geared toward corporate development that is sustainable in economic, social and environmental terms. This means being competitive, being innovative and creating value through efficient production as well as through ongoing satisfaction of customers’ needs due to the continuous development of new products, social commitment, ethical respect for every internal and external partner, safeguarding the environment and concern for the surrounding area.

A good reputation is an essential intangible resource for SPAL Automotive Srl Externally, it promotes social approval, attraction of the best human resources, satisfaction of the market and the entities with which it works, balance with suppliers and reliability toward third parties in general. Internally, it allows decisions to be taken and implemented without conflict and work to be organised with limited bureaucratic controls.

This Code therefore pursues an ideal of cooperation aimed at protecting the mutual respect and advantage of the parties involved.

SPAL Automotive Srl thus calls on all stakeholders with which it is in contact to act according to principles and rules inspired by this ideal of ethical conduct.

1.2       Scope of the Code and disciplinary system

Anyone who works to achieve the Company's corporate objectives, whether they are senior managers, directors, auditors or individuals with management and representation functions, or employees, freelancers and external consultants, suppliers and commercial partners, are bound without exception to observe this Code of Ethics when they conduct business and corporate activities.

Compliance with the Code of Ethics must be considered an essential part of the contractual obligations of all the above individuals, to whom this document is addressed.

During the performance of its activity, the Company intends to comply with the laws and regulations in force, being guided in its actions and conduct by the principles, objectives and commitments referred to in the Code of Ethics and any improper conduct in the pursuit of an interest or of an advantage for the Company cannot be justified under any circumstances.

Furthermore, the Code of Ethics is relevant for the purposes of implementing the preventive control referred to in the Organisation, Management and Control Model adopted by SPAL Automotive Srl pursuant to Legislative Decree No 231/01, setting principals of ethics and conduct principles that supplement the preventive control and risk management system established by the Model.

Any conduct contrary to the letter and spirit of the Code of Ethics will be penalised in a manner proportionate to the severity of any violations committed.

Infringements by third parties will be penalised according to criteria set out in the specific contractual clauses.

2.         GENERAL PRINCIPLES AND CRITERIA OF CONDUCT

2.1       Honesty, moral integrity, accuracy, transparency and objectivity

When engaging in activities and relations of any type and nature, anyone who works with and for SPAL Automotive Srl is bound to diligently respect current laws and regulations of the countries in which corporate activity is performed, the Organisation, Management and Control Model adopted by the Company pursuant to Legislative Decree No 231/01, the Code of Ethics and internal regulations. They must behave in a way that respects fundamental principles of honesty, moral integrity, accuracy, transparency, objectivity and respect for individual personality in the pursuit of corporate objectives and in all relations with persons and bodies inside and outside the Group.

The pursuit of the Company's interest cannot justify an operation that is not compliant with honest conduct under any circumstances. Therefore, SPAL Automotive Srl will not undertake or continue any kind of relationship with anyone who behaves in conflict with the terms laid down in this specific point of the Code of Ethics.

2.2       Non-discrimination

Any form of discrimination must be avoided and in particular any discrimination based on race, nationality, gender, age, disability, state of health, sexual orientation, political or trade union opinions, philosophical guidelines or religious beliefs towards any individual inside or outside the Society.

2.3       Value of human resources

SPAL Automotive Srl protects and promotes the value and development of human resources, since they are an important factor in the Company’s success, in order to maximize their level of satisfaction and increase their skill sets.

When managing relationships that involve establishing hierarchical relationships, SPAL Automotive Srl requires that authority be exercised with equality and fairness, prohibiting any conduct that could be considered detrimental to the dignity and autonomy of the employee.

In order to guarantee full respect for the person, the Company requires the commitment of all in complying with legal obligations regarding the protection of employment, hygiene, sanitary and safety conditions, trade union or other association and representation rights required by the legislation of the country in which they operate.

2.4       Accuracy and transparency of corporate information

Every operation and transaction must be properly executed, recorded, authorized, verifiable, legitimate, consistent and congruous. This means that every action and transaction must be properly recorded in the accounting system, according to legal criteria and the applicable accounting principles.

In order for the accounting to meet requirements of truthfulness, completeness and transparency of recorded data, each transaction must also be supported by appropriate documentation, in order to allow checks to be made at any time to verify characteristics and reasons and identify who authorized, performed, registered and verified the transaction.

Circulation of information within the Company, for the purposes of drawing up the financial statements and ensuring clear and truthful representation of the economic, equity and financial situation must take place in accordance with principles of truthfulness, completeness and transparency.

2.5       Internal control system

The Company acknowledges the importance of an efficient and effective internal control system as an indispensable condition and prerequisite for ensuring that business activities are organised in compliance and consistent with the principles of this Code of Ethics.

To this end, SPAL Automotive Srl ensures that the best organisational and environmental prerequisites are established to ensure this culture is promoted and circulated at every corporate level, making its employees aware of the importance of the internal control system and of complying with current legislation and corporate procedures in the conduct of working activities as well as for the purposes of effectively managing activities and providing accurate and comprehensive accounting data.

One prerequisite for setting up an effective internal control system is the proper and complete determination and attribution of tasks and responsibilities to be observed by those acting on behalf of the Company, with the consequent adoption of a consistent system of assigning operational powers.

2.6       External communication

SPAL Automotive Srl communication must be based on respect for the right to information; under no circumstances is it permitted to disclose false or misleading information or comments. Every communication activity must respect the laws, rules, and practices of professional conduct and must be carried out with clarity, transparency and timeliness.

Media relations are dealt with exclusively by the corporate departments and responsibilities in charge of such activities.

2.7       Information transparency and completeness

Partners working with SPAL Automotive Srl are bound to give complete, transparent, understandable and accurate information designed to allow its set of stakeholders to reach independent and well-informed decisions during the course of relationships established

In particular, when drawing up any form of agreement, SPAL Automotive Srl will undertake to give contractors clear and understandable explanations of conduct to be observed when exercising the relationship established.

2.8       Information confidentiality and processing

SPAL Automotive Srl guarantees the confidentiality of information in its possession and refrains from seeking confidential data, except in the case of express, deliberate authorization and compliance with legal regulations in force. SPAL Automotive Srl's partners are bound not to use confidential information that constitutes Company assets for purposes unconnected with the exercise of their activity and not to treat the information in a manner that does not comply with authorizations received and established Company procedures.

All stakeholders’ information must be processed by SPAL Automotive Srl in full compliance with personal data protection laws in force.

2.9       Quality and safety of products and supplies

SPAL Automotive Srl acts to ensure the satisfaction and protection of its customers as well as to ensure the satisfaction of the community in which it operates, applying the highest standards of product quality and safety.

The Company has implemented a quality management system and its research, development and marketing activities are aimed at achieving high quality standards for its services and products. All products undergo risk and safety analyses and assessments throughout the development process.

2.10     Unfair competition

SPAL Automotive Srl observes current rules on competition in the countries in which it operates and sets out to protect the value of fair competition by refraining from collusive and predatory conduct, which can amount to unfair competition.

In particular, the Company requires Recipients of the Code of Ethics to refrain from practices (for example, the creation of marks, market divisions, production or sale limitations, conditional agreements, etc.) intended to infringe competition provisions, and from being involved, both personally and through third parties, in ventures or contacts between competitors (for example, but the list is not exhaustive: discussions on prices or quantities, division of markets, production or sales restrictions, agreements to share customers, exchanging information on prices, etc.) that apparently infringe regulations protecting competition and the market.

2.11     Preventing conflict of interest

When conducting any activity, employees, members of corporate bodies and, in general, anyone who works in the name and on behalf of SPAL Automotive Srl, must avoid situations where individuals involved in operations and transactions are or even only appear to be in a situation of conflict of interest. They must avoid any situation in which a conflict of interest affecting the impartiality and ethical conduct of the above individuals could arise.

Individuals who find themselves in a situation of conflict of interest, even if only potential, must immediately inform their own Department Manager and the Human Resources Director/Manager who will consider the best course of action. to be taken.

2.12     Donations, gifts and benefits

SPAL Automotive Srl undertakes to choose entities with which it has or intends to do business in a completely impartial manner and in compliance with current legislation, as well as in the interests of the Company.

For this reason, in the exercise of their duties, the employees, partners and administrators of SPAL Automotive Srl must not ask for or accept from any person or Company gifts, benefits or favours that go beyond the common courtesy used in business practice.

Under no circumstances may Company employees, partners and directors accept money.

In situations where it may be impossible or particularly impolite to refuse or return a gift, individuals must consult their Director of Operations or the Human Resources Director/ Manager.

The employees and administrators of SPAL Automotive Srl can make gifts solely in compliance with corporate procedures. The offering of gifts must in no way compromise the integrity and reputation of the Company and must not be done with the intention of obtaining an improper advantage.

2.13     Accountability towards the community

SPAL Automotive Srl is aware of the influence that its activities can have on community conditions, economic and social development and general welfare, as well as of the importance of social acceptance by communities in which it operates.

For this reason, the Company sets out to carry out activities aimed at achieving the corporate purpose by gaining societal appreciation, respecting the local, national and international communities with which it interacts.

3.         RELATIONS WITH STAFF

3.1       Staff recruitment

Job candidates must be assessed based on matching candidate profiles to business needs and requirements, observing equal opportunities for all interested parties.

Information requested from candidates must be closely linked to verifying an individual's professional and psychological and skill profile, in accordance with non-discrimination and personal data protection principles defined in this Code of Ethics and required by law.

3.2       Establishing a working relationship

Staff are hired with a proper employment contract; no form of irregular work or "undeclared work" is tolerated.

When the employment relationship is established, each employee must be accurately informed about:

  • characteristics of their department, responsibility for their role and duties to be performed;

  • legislative and remuneration aspects, as regulated by the national collective labour agreement;

  • rules and procedures to be adopted in order to avoid conduct contrary to laws and corporate policies.

    This information is presented to the employee in such a way that acceptance of the assignment is based on effective understanding.

3.3       Employee management

Every manager is obliged to make the most of the employees’ working time by requiring services consistent with the performance of the employees’ duties and with work organisation plans.

It is an abuse of their position of authority to demand personal favours or any conduct that infringes this Code of Ethics as an act due to a superior.

Employee involvement in work performance is also ensured by providing opportunities to participate in discussions and decisions with an impact on the achievement of corporate objectives.

The employee must participate in these events in a spirit of cooperation and impartiality. Employee management must be carried out in compliance with systems and through the use of tools provided by the Human Resources Department.

3.4       Resource development and training

Every Company manager must fully use and develop all the professional roles present in the structure by implementing strategies available to promote the development and growth of its employees.

In this context, it is particularly important for managers to inform employees of their strengths and weaknesses, so that employees can seek to improve their skills, including through targeted training.

SPAL Automotive Srl makes information and training tools available to all employees with the goal of enhancing specific skills and implementing the professional value of staff.

Corporate training is delivered at certain stages in the employee's corporate career (for example, new employees receive training on safety at work and associated risk prevention and an introduction to the Company and its business) and ongoing training is given to operational staff.

In particular, SPAL Automotive Srl also ensures that internal Company staff are aware of this Code of Ethics and the Organisation, Management and Control Model adopted pursuant to Legislative Decree No 231/01 through specific training programs involving activities differentiated according to the role and responsibilities of the resources involved.

3.5       Staff assessment

SPAL Automotive Srl avoids any form of discrimination with regard to its employees.

Decisions taken within personnel management and organisation processes are based on matching expected profiles and employee profiles.

Staff are assessed by means of a periodic service assessment system, involving the Human Resources Department, relevant managers and the employee.

During the assessment, the Human Resources Department ensures compliance with the criterion of non-discrimination and, within the limits of the information available, adopts appropriate measures to avoid favouritism, nepotism, or forms of cronyism.

3.6       Workers rights: health and safety at work

SPAL Automotive Srl undertakes to establish and maintain safe and healthy workplaces in compliance with current accident prevention regulations and to disseminate and consolidate a culture of safety and health at work by developing risk awareness and promoting responsible conduct by all staff.

To this end, it carries out technical and organisational actions by introducing:

  • an integrated system to manage the risks and safety of resources to be protected;

  • monitoring and updating of the system to govern safety risks;

  • training and communication actions.

3.7       Workers rights: protection of privacy

An employee's privacy is protected by adopting standards that specify the type of information to be requested from the employee and associated processing and storage methods.

Any surveys into the ideas, preferences, personal tastes and, general particulars of staff that is unrelated to the purposes of staff recruitment and management of the employment relationship according to the criteria set out in this Code of Ethics are excluded.

These standards also prohibit the communication or dissemination of personal data without the prior consent of the interested party, without prejudice to the cases envisaged by law.

3.8       Workers’ rights: personal protection

SPAL Automotive Srl undertakes to protect the moral integrity of its staff by guaranteeing the right to working conditions that respect personal dignity.

For this reason, acts of physical or psychological violence, sexual harassment, any attitude or conduct that is discriminatory or harmful to people or their beliefs and preferences are not tolerated.

Employees who believe they have been subjected to harassment or discriminated against for reasons related to age, sex, race, state of health, nationality, political opinions and religious beliefs etc., can report the incident to the Human Resources Department which will establish whether the Code of Ethics has been infringed.

3.9       Workers’ duties: general criteria of conduct

Employees must act fairly, in compliance with obligations agreed to in the employment contract, with the provisions of the Code of Ethics, the Organisation, Management and Control Model adopted by the Company as well as Company regulations, ensuring high standards of services rendered. To this end, employees are required to avoid engaging in, causing or cooperating in conduct likely to constitute any of the types of offence referred to in Legislative Decree No 231/01 and subsequent amendments; to cooperate with the Supervisory Body during its verification and supervision activities, providing information, data and reports requested of them and to report any anomalies or infringements of the Model and the Code of Ethics to the Supervisory Body.

They must also absolutely avoid conduct that could damage the Company's assets, business management, the relationship with stakeholders and the image of SPAL Automotive Srl.

Decisions made by each employee must be based on principles of sound and prudent management, carefully assessing potential risks, in the knowledge that personal choices contribute to achieving positive corporate results.

All operations and transactions must be carried out in accordance with maximum managerial correctness, information completeness and transparency, official and substantial legitimacy and clarity and truth in accounting findings, according to laws in force and Company procedures and must be subject to verification.

It is forbidden to solicit or accept, for oneself or for others, recommendations, preferential treatment, gifts or other benefits from entities with whom one enters into a relationship, avoiding receiving benefits of any kind that may or appear to influence one's independence of judgment or impartiality.

3.10     Workers’ duties: conflict of interest

All staff of SPAL Automotive Srl are obliged to avoid situations which could give rise to conflicts of interest (e.g. joint interests with suppliers or customers) as well as situations or activities that could interfere with the ability to take impartial decisions. The staff of SPAL are also required to refrain from taking personal advantage of business opportunities of which they have become aware during the course of their duties.

If even only an apparent conflict of interest arises, employees are obliged to notify their line manager, who must inform the management, which will assess whether a conflict of interest is actually present.

3.11     Workers’ duties: protection of corporate assets

Each employee is required to work diligently to protect the Company assets they have been assigned as well as to prevent their fraudulent or improper use, through responsible conduct and in line with objectives and operating rules established to regulate their utilisation, accurately documenting their use.

The use of Company tools by Company employees and/or consultants (within contractual limits for the latter) must be for the sole purpose of performing work activities or for purposes authorized by the internal departments in charge.

SPAL Automotive Srl reserves the right to prevent improper and/or unlawful use of its assets and infrastructures through the use of appropriate control systems.

3.12     Workers’ duties: information management

Employees must be aware of and implement the provisions of Company policies and regulations regarding information security to ensure information integrity, confidentiality and availability.

Information acquired in the performance of the assigned activities must remain strictly confidential and appropriately protected and may not be used, communicated or disclosed, internally or externally, except in compliance with current legislation and Company procedures. Each employee is required to process his or her own documents using clear, objective and exhaustive language, allowing any checks by colleagues, managers or external parties authorized to request this.

3.13     Workers’ duties: information obligations

Employees are bound to report any anomalous situations or instructions received in conflict with the law, with the content of the employment contracts, with the internal regulations, with the SPAL Organisation, Management and Control Model or with this Code of Ethics to the manager of their organisational unit. If the order deemed non-compliant is given by the manager in question, the report must be addressed to the Human Resources Department.

Since this Code also forms an integral part of the Organisational Model adopted by SPAL Automotive Srl pursuant to Legislative Decree No 231/01, any reports of irregularities, infringements, reprehensible conduct and facts or any practice that does not comply with the provisions of the Organisational Model adopted by SPAL Automotive Srl, with particular reference to predicate offences referred to in Legislative Decree No 231/01 and specifically covered by the Organisational Model, must be addressed to the ad hoc Supervisory Body appointed, using the email address odv231@spal.it; reports can also be made anonymously. SPAL Automotive Srl undertakes to treat the reports received in a confidential and reserved manner, guaranteeing the informant's anonymity and protection from any form of retaliation, in compliance with regulatory provisions in force.

Any retaliation against those who report potential violations of the Codes or request clarification about Code application methods constitutes an infringement of the law. The conduct of anyone who accuses other employees of infringements in the knowledge that such infringements do not exist also constitutes an infringement.

4.         RELATIONS WITH CUSTOMERS AND SUPPLIERS

SPAL Automotive Srl intends to pursue its business activity by providing quality products and services, in compliance with legislation established to protect fair competition.

SPAL Automotive Srl acknowledges that the satisfaction of those requesting Company products is of primary importance for the success of the business. For this reason, SPAL Automotive Srl is committed to providing high quality products that meet or exceed customers’ reasonable expectations and needs regarding quality as well as safety and environmental protection.

In its goods supply relationships, SPAL Automotive Srl adheres to the principles set out in this Code of Ethics, the Organisation, Management and Control Model adopted by the Company and corporate procedures. In this context and in compliance with these regulations, the Company undertakes to select suppliers in compliance with criteria of quality, price, convenience, capacity and efficiency or other criteria that can be evaluated in objective, impartial and transparent terms, avoiding favouritism in order to obtain any kind of advantage for SPAL Automotive Srl. To this end, SPAL Automotive Srl's internal staff assumes responsibility for the activity carried out, guaranteeing the Company that they will observe the principles contained in this Code of Ethics and in the Organisation, Management and Control Model adopted by SPAL, and also comply with the relevant regulatory provisions in force.

Any non-observance or attempted infringement of normal commercial relations, as defined in the aforementioned documents or in the current regulations, must be immediately reported to the Supervisory Body of SPAL Automotive Srl

5.         RELATIONS WITH PUBLIC ADMINISTRATION

In relations with the Public Administration and with bodies that carry out activities of a public nature, SPAL Automotive Srl strictly complies with Italian and EU legislation and corporate procedures.

SPAL Automotive Srl’s relationship with the Public Administration, or with entities that carry out activities of a public nature, cannot in any way compromise the Company’s integrity and reputation.

The management of negotiations, assumption of commitments and execution of all kinds of relations with Public Administration or with bodies that carry out activities of a public nature are the exclusive preserve of Company departments set up and authorized for this purpose.

In dealings with the Public Administration, employees and partners of SPAL Automotive Srl must not in any way try to influence the decisions of the public institution concerned in order to obtain the performance of acts non-compliant with or contrary to the official duties of public officials, by directly or indirectly offering or promising jobs and/or business opportunities, gifts, money, favours and services of all kinds.

In its relations with supervisory and control authorities, SPAL Automotive Srl acts in accordance with the institutional role of such bodies, implementing requests and requirements with the utmost promptness, cooperation and transparency.

6.         RELATIONS WITH THE COMMUNITY AND INSTITUTIONS

6.1       Social policy

SPAL Automotive Srl pursues objectives consistent with those of developing the community and the environmental context in which it operates.

This condition is based on the awareness that community satisfaction is one of the aims of SPAL Automotive Srl as well as a competitive advantage.

6.2       Relations with parties, trade union organisations and associations

SPAL Automotive Srl does not finance parties, their representatives or candidates in Italy or abroad, nor does it sponsor conferences or events organised for the sole purpose of political propaganda. It refrains from putting any direct or indirect pressure on political exponents (e.g. acceptance of notifications for the purposes of recruitment or consultancy contracts).

6.3       Institutional relations

Any relationship with local, Italian and international public institutions for the purposes of normal administrative activity is based on criteria of transparency and accuracy, avoiding collusive approaches.

In order to ensure maximum clarity in relations, contacts with institutional partners must take place exclusively through contact persons who have been specifically instructed by the legal representatives of SPAL Automotive Srl

7.         CRITERIA OF CONDUCT IN RELATION TO ACCOUNTING,

ADMINISTRATIVE OR FINANCIAL ACTIVITIES

All individuals (employees and/or consultants) who for any reason, even simply as data providers, are involved in preparing the financial statements and similar documents, or any documents that represent the economic, equity or financial situation of the Company, and in particular directors, auditors and those who hold senior positions:

  • are obliged to offer maximum cooperation for specific aspects; to guarantee the completeness and clarity of information provided as well as the accuracy of data and processing;

  • it is forbidden to disclose facts that do not reflect to the truth, even if subject to evaluation, or to omit information or conceal data in direct or indirect violation of legislative principles and internal procedural rules, in order to mislead recipients of the above documents;

  • any unlawful conduct will be treated as though it has been committed against the Company.

    It is forbidden to prevent or otherwise obstruct the performance of control or audit activities legally attributed to the shareholders, the board of statutory auditors or the auditing Company.

    It is forbidden to constitute a majority in a shareholders’ meeting through simulated or fraudulent actions. It is forbidden to spread false information or carry out simulated or other transactions that could cause a significant change in the price of listed or unlisted financial instruments.

    Anyone who has dealings with public supervisory authorities and with administrators, auditors and those who hold senior positions is prohibited from hindering their functions.

    In communications to the aforementioned authorities, it is also forbidden to represent facts that do not reflect the truth, even if subject to evaluation, about the Company's economic, equity or financial situation, or wholly or partly conceal facts inherent to the same situation that should have been communicated through other fraudulent means.

    Company employees and consultants must refrain from any conduct that could directly or indirectly cause insider trading even by third parties.

    Employees, consultants, members of the Board of Directors, statutory auditors and, more generally, all individuals who have access to confidential information that is not accessible to the public and that could influence the value of shares and - more generally - any other title distributed to the public, must refrain from using this information when selling the above securities.

8.         CRITERIA OF CONDUCT REGARDING PREVENTION OF MONEY LAUNDERING

In the context of the various relationships established with the Company, the individuals to whom this Code of Ethics applies, must in no way and under any circumstances be implicated in events connected with the laundering of money from criminal activities or the handling of goods or other utilities of illegal origin.

They are also bound to verify information available on business counterparts, suppliers, partners, collaborators and consultants in advance, in order to ascertain their respectability before establishing business relations with them.

The Company undertakes to comply with all Italian and international rules and regulations regarding the combatting of money laundering.

9.         PROTECTION OF THE ENVIRONMENT

The Company promotes production policies that include the need for economic development and value creation (specific to the Company’s activities and linked to it) as well as the need to respect and protect the environment.

SPAL Automotive Srl respects laws and regulations in force concerning the environment in every country where it does business and contributes to local sustainable development by using the best available technologies, by constant monitoring of Company processes and by identifying industrial solutions with lower environmental impact in terms of choice of materials and resources, packaging, distribution and management of its products.

10.       IMPLEMENTATION AND CONTROL OF THE CODE OF ETHICS

10.1 Implementation

This Code of Ethics was updated and approved by the SPAL Automotive Srl Board of Directors by means of a resolution dated May 17, 2019.

10.2     Awareness and understanding of the Code of Ethics

The Code of Ethics is brought to the attention of stakeholders inside and outside the Company by means of specific communication and dissemination activities. The Code of Ethics is distributed to all employees at the recruitment stage and to all third parties that enter into business relations with SPAL Automotive Srl.

Each employee is responsible for consulting his or her line manager for any clarification concerning the interpretation or application of the rules of conduct contained in the Code of Ethics.

10.3     Penalties against employees

Violation of the principles and rules of conduct set out in the Code of Ethics by Company employees constitutes an infringement of obligations arising out of the employment relationship pursuant to Article 2104 of the Italian Civil Code and a disciplinary offence.

The penalties are applied in compliance with the procedures set out in Article 7 of the Workers' Statute and according to the disciplinary provisions of the Private Metalworking Industry National Collective Labour Agreement and are imposed in proportion to the severity of the violation.

The Human Resources Department is responsible for establishing the infringements, managing disciplinary proceedings and imposing penalties.

Violations of provisions and principles established in this Code of Ethics by SPAL Automotive Srl employees may give rise to the application of the disciplinary system expressly provided for by Section 4 of the General Part of the Organisational Model adopted by the Company pursuant to Legislative Decree No 231/01, to which reference is made.

10.4     Penalties against freelancers, consultants and contractual partners

SPAL Automotive Srl may terminate its contractual relationship with freelancers, consultants and contractual partners who engage in conduct violating the provisions of the Code of Ethics, in accordance with specific contractual clauses included in their letters of appointment and without prejudice to any damage compensation requests if such conduct results in damage to the Company, even independently of the termination of the contractual relationship.

Violations of provisions and principles established in this Code of Ethics by freelancers, consultants and contractual partners of SPAL Automotive Srl may give rise to application of the disciplinary system expressly provided for by Section 4 of the General Part of the Organisational Model adopted by the Company pursuant to of Legislative Decree No 231/01, to which reference is made.

10.5     Control by the Supervisory Body over the Code of Ethics

Control of the Code of Ethics is ensured by the Supervisory Body appointed by SPAL Automotive Srl pursuant to Legislative Decree No 231/01 through periodic checks relating to the application of and compliance with the principles contained therein.

In particular, when carrying out its control activity, the Supervisory Body:

  • constantly monitors and inspects the application of the Code of Ethics by its recipients, as well as of the Organisation, Management and Control Model adopted by SPAL Automotive Srl;

  • carries out appropriate verifications to establish whether reports of violations of the Code of Ethics and the Model received are well-founded;

  • ascertains alleged violations of the Code of Ethics and the Model;

  • proposes suitable penalties for violations ascertained by the Company's executives;

  • proposes revisions and amendments to the Code of Ethics, the Model or SPAL Automotive Srl Company procedures which prove necessary for the purpose of preventing future violations.

    The Supervisory Body can be contacted at any time, both in writing and verbally and the following communication channels have been set up to facilitate the flow of communications and information:

  • Ordinary mail: Organismo di Vigilanza - SPAL Automotive Srl Via per Carpi, 26/b - 42015 Correggio (RE);

  • Email: odv231@spal.it