Code of ethics D.Lgs 231/01

PREMISE

Kedos s.r.l. is a company that provides consultancy, projects, solutions and ICT services for various markets.

This Code of Ethics contains principles and rules of conduct, which enrich the corporate decision-making processes and guide the behavior of the recipients, as identified later.

It forms an integral part of the Company’s Organization and Management Model defined pursuant to Legislative Decree 231/01 (hereinafter, for the sake of brevity, the “Decree” or “Legislative Decree 231/01”). The Code of Ethics constitutes a reference element for the recipients and broadly embraces the role and relationships of Kedos s.r.l. with its stakeholders (i.e. those subjects, understood in the sense of individuals, groups, organizations, who have significant relationships with the company from which specific or generic legitimate interests derive).

In carrying out the professional auditing activity, as a further reference, the “Code of Ethics for Professional Accounts”, issued by the IFAC (International Federation of Accountants) must be observed.

SCOPE OF APPLICATION AND METHOD OF IMPLEMENTATION

CONSIGNEE

This Code applies to Kedos s.r.l. and its recipients are therefore the shareholders, employees and collaborators of the Company, the characteristic suppliers who contribute to the value chain of the Company, the commercial partners, as well as all those who, directly or indirectly, permanently or temporarily, operate in the name and for account of the Company.

To the customers of Kedos s.r.l. it is required to take note of the adoption of the Code by the Company and to undertake to respect the values ​​it represents, considering this aspect of fundamental importance for the maintenance of the business relationship. Any non-compliance with the principles set out in the Code by customers will also be assessed for the purpose of protecting the rights and interests of the Company.

Kedos s.r.l. undertakes to disseminate the Code to all interested parties, facilitating its correct interpretation. It provides the tools that favor its application and implementation, takes the necessary measures to carry out verification and monitoring activities, providing for sanctions in the event of its violation.

SUPERVISORY BODY

In order to ensure compliance with the rules and principles expressed in the Code, as well as to verify the functioning and effectiveness of the Model pursuant to Legislative Decree 231/01 adopted by Kedos s.r.l. for the prevention of the offenses contemplated by these regulations, a Supervisory Body (hereinafter also the “SB” or “Body”) has been established.

A Sanctioning System is also defined which provides for and governs the consequences deriving from the commission of offenses and more generally from non-compliance with the rules contained in the Model and its individual components, as well as the imposition of appropriate sanctions. In relation to the Code of Ethics, this Body is required to:

• Monitor its application by interested parties, accepting any reports provided by internal and external stakeholders;
• Relazionare periodicamente all’Organo Amministrativo sui risultati dell’attività svolta, segnalando eventuali violazioni;
• Express opinions on the revision of policies and procedures, in order to ensure consistency with the Code;
• Provide, where necessary, the proposal for periodic revision of the document

APPLICATION OF THE CODE

Recipients are required to know the rules contained in the Code of Ethics and the reference standards that govern the activity carried out within their function, deriving from the law or from internal procedures and regulations.

Recipients must also explicitly accept their commitments deriving from this Code of Ethics, at the time of establishment of the employment relationship or business relationship, of the first dissemination of the Code of Ethics or of any relevant amendments or additions to it. In particular, the Recipients are obliged to:

• Refrain from conduct contrary to the rules contained in the Code of Ethics;
• Promptly report to the SB any news, directly detected or reported by others, regarding possible violations and any request for violation that has been addressed to them. The SB must ensure the absolute confidentiality of the sender of the communication, in order to avoid the submission of anonymous complaints, guaranteeing in any case the anonymity of the sender;
• Collaborate with the structures in charge of verifying possible violations.

VIOLATIONS OF THE CODE OF ETHICS

In the event of an ascertained violation of the Code of Ethics – the observance of which constitutes an essential part of the contractual obligations assumed by the Recipients – sanctions are adopted, for the protection of corporate interests and compatibly with the applicable legislation, which may also lead to the termination of the relationship and compensation for damage suffered.

Interested parties can report any violation, suspicion or request for violation of the Code of Ethics to the Supervisory Body in writing (organism.vigilanza@kedos-srl.it), in a non-anonymous form. The latter analyzes the report, possibly listening to the subjects affected by the alleged violation, ensuring the confidentiality of the identity of both, without prejudice to legal obligations.

Reports submitted in good faith cannot have negative repercussions on the whistleblower even if they are found to be unfounded. However, it is requested to refrain from making reports whose sole purpose is to inform the interested party.

INFORMATION AND TRAINING

The Code is brought to the attention of all internal and external interested parties through specific information activities and is published on the Company’s website.

In order to ensure proper understanding of the Code of Ethics, the Company prepares and implements, also on the basis of any indications from the Supervisory Body, a periodic communication / training plan aimed at promoting knowledge of the ethical principles and rules contained in the Code of Ethics.

Training initiatives can be differentiated according to the role and responsibility of the Recipients.

In the event of a request for clarification on the contents of the Code or on the methods of application of the same, it is possible to contact Dr. Davide Manzelli, in charge of the Ethical and Professional Behavior Program.

MISSION

Kedos s.r.l. provides consultancy, projects, solutions and ICT services for various markets, with the aim of creating value for customers in full compliance with the ethical principles of the profession and aspires to maintain and develop the relationship of trust with its stakeholders; the ability to effectively pursue the mission is strictly connected to the relationships built with them and to the reputation consolidated over time.

REFERENCE PRINCIPLES

The fundamental values ​​of Kedos s.r.l. they are: excellence, innovation, training, flexibility, teamwork, relationships, respect, sharing, leadership, courage, foresight and integrity. The Company expects these values ​​to define its identity, unite employees and collaborators in the global, multicultural and heterogeneous organization, and convince stakeholders to work for and with the Company.

Moreover, it is essential that these values ​​do not remain mere statements but are translated into conduct and conduct inherent in the Company.

The Company aims to be perceived as a better provider of professional services than its direct competitors, with the ultimate aim of increasing and maintaining sustainable value over time. For this purpose, the “behaviors” to be disseminated and consolidated are identified:

• Investing in relationships with customers and colleagues;
• Share and collaborate;
• Consider the views of counterparties;
• Creating value for customers and for our people.

THE PRINCIPLE OF LEGALITY

Kedos s.r.l. assumes as an essential principle the observance of laws, rules and corporate procedures to perform and report business operations, obtain appropriate authorizations and comply with all aspects of internal and external accounting control. To this end, it undertakes to adopt the useful and appropriate measures so that the constraint of compliance with the laws and all the regulations in force is adopted and practiced by the Recipients of the Code of Ethics.

Therefore, any behavior or conduct that is configured, or can integrate, any type of crime is to be considered prohibited, in particular if it is contemplated by Legislative Decree 231/01 and subsequent amendments and additions.

It should be noted that the conviction of acting in some way to the advantage of the Company does not justify, for Kedos s.r.l., the adoption of behaviors in contrast with the rules expressed in this document; therefore the violation of the Code will result in the adoption of related sanctions.

RESPECT FOR THE PERSON

Kedos s.r.l. ensures respect for the physical and cultural integrity of the person and respect for the relationship dimension with others. In particular, it protects and promotes the value of human resources, in order to improve and increase the assets and complementarity of the skills possessed by its employees.

The Company, in the decisions that affect relations with its stakeholders, undertakes to avoid any discrimination based on age, sex, sexuality, state of health, race, nationality, political opinions, belonging to trade union organizations and religious beliefs.

The Company does not tolerate requests or threats aimed at inducing people to act against the law or the Code of Ethics, or to adopt behavior that damages the moral or personal beliefs and preferences of each person.

RESPECT FOR FREE COMPETITION

The Company considers free competition an asset to be protected and recognizes that fair and fair competition affects reputation and is functional to the sustainable development of the company and the market in which it operates. In consideration of this, it refrains from behaviors aimed at favoring the conclusion of business for its own advantage in an unfair way or in violation of laws or regulations in force, condemning any act carried out in violation of the regulations in force to protect the same, even more through the use of threats and / or violence.

ENVIRONMENT PROTECTION

Kedos s.r.l. undertakes to analyze its ecological footprint and consequently identify areas for improvement, especially in the rational use of energy resources.

RULES FOR COMPANY MANAGEMENT

CORRECTNESS AND COMPLETENESS OF THE INFORMATION

Kedos s.r.l. ensures correct information to its shareholders and to the internal and external control bodies regarding significant facts concerning its corporate management.

The financial, accounting and management evidence and any other communication that the Company issues to third parties meet the requirements of truthfulness, completeness and accuracy. In the context of the relationship with the Company, Recipients are prohibited from:

• Expose material facts that do not correspond to the truth;
• Omit information the disclosure of which is required by law, on the economic, equity or financial situation of the Company;
• Hide data or news in a way that could mislead the recipients of the same;
• To prevent or otherwise hinder the performance of the control activities legally attributed to the shareholders, to the other corporate bodies or to the competent supervisory authorities.

In carrying out the profession, in particular with reference to relations with customers, their control bodies and with those who, legitimately, are recipients of the communications and / or reports (“Work Progress Status” and “reports”) issued in respect of of professional assignments, Kedos srl it ensures, in addition to the strict observance of applicable rules, laws and regulations, the rigor required by the profession itself.

TREATMENT AND CONFIDENTIALITY OF INFORMATION

Kedos s.r.l. ensures the confidentiality of the information in its possession, with the exception of communications required by law, and refrains from seeking confidential data through illegal means.

The Company has adopted specific policies, procedures, rules and tools aimed at achieving an adequate level of security in the management of corporate information assets, in terms of:

• Confidentiality (access to information allowed only to authorized persons);
• Integrity (guarantee of accuracy and completeness of the information and of the processing / processing of the same);
• Availability (accessibility to information by authorized persons when they need it).

It is the primary objective of Kedos s.r.l. guarantee and protect the security and protection of data and confidential or personal information relating to shareholders, customers, employees, consultants, collaborators or third parties in its possession.

With regard to the use and protection of its customers’ information, professional ethics obliges the Recipients to protect the confidentiality of such information both during their assignments and after their conclusion, except for the communications required by law.

Recipients are prohibited from disseminating and abusing privileged information, with the exception of legal obligations, manipulating and disseminating false information.

PERSONAL OPERATIONS

The Recipients may not use privileged and confidential information to carry out personal transactions directly or indirectly, including through a third party, on their own behalf or on behalf of third parties. Furthermore, it is not possible to advise or solicit any third party to carry out transactions on financial instruments which, if carried out in a personal capacity by the Recipients, would fall within the definition above.

GIFTS, GIFTS AND OTHER FORMS OF BENEFITS

No form of free gift or benefit, promised, offered or received, which can be interpreted as exceeding normal commercial or courtesy practices, or in any case aimed at acquiring preferential treatment in the conduct of any operation attributable to corporate activity, is not permitted.

In any case, the Recipients must refrain from carrying out practices that are not permitted by law and by commercial uses; they must also comply with any policies, procedures and practices of the companies or entities with which they have relations

CONFLICT OF INTEREST

Kedos s.r.l., in line with the values ​​of honesty and fairness, undertakes to implement the necessary measures to prevent and avoid conflicts of interest. This applies in cases where a Recipient:

• Pursue an interest other than the Company’s mission,
• He personally takes advantage of the Company’s business opportunities,
• Act contrary to the fiduciary duties associated with your position.

The Recipients are required to avoid all situations and all activities in which a conflict with the interests of the Company may arise or which may interfere with their ability to make, impartially, decisions in the best interest of the Company and in full compliance. of the rules of the Code of Ethics.

Recipients must also refrain from taking personal advantage of business opportunities of which they have become aware in the course of carrying out their duties.

Any situation that may constitute or lead to a conflict of interest must be promptly communicated: to Dr. Fabrizio Conciatori and the SB in the event of a conflict of interest relating to a shareholder; to the partner in charge of the work / client and to the SB in the case of situations relating to an employee.

In particular, the Recipients are required to avoid conflicts of interest between personal and family economic activities and those of the Company.

By way of example and not limited to, the following situations may lead to a conflict of interest:

• Perform operational functions or have economic or financial interests with customers, suppliers, competitors or business partners;
• Use one’s position in the Company or the information acquired in one’s work in such a way as to create a conflict between one’s personal interests and the interests or pursuit of the Company’s mission;
• Be engaged in the same operating unit where relatives or individuals work with whom you have established a personal relationship;
• Allow the choices that Kedos s.r.l. must take in relation to contracts with external parties for various reasons are conditioned by personal interests.

USE OF COMPANY EQUIPMENT, DEVICES AND STRUCTURES

Each Recipient is required to work diligently to protect company assets, through responsible behavior and in line with the operating procedures set up to regulate their use.

To this end, each Recipient is responsible for guarding, conserving and defending the assets and resources of the Company entrusted to him in the context of his activity and is required to use them in a manner consistent with the corporate interest as well as with the law, preventing them and avoiding its use by unauthorized third parties as well as its use for improper purposes. It is expressly forbidden to use company assets, for personal or non-business needs, for purposes contrary to the law, public order or morality.

With particular reference to the IT tools made available by the Company to the Recipients, it is forbidden to engage in conduct that could damage, alter, deteriorate or destroy the IT or telematic systems, programs and IT data of the Company or of third parties. It is also expressly forbidden to illegally enter computer or telematic systems protected by security measures or to remain there against the express or tacit will of those who have the right to exclude it, as well as obtaining, reproducing, disseminating, communicating and / or delivering codes, keywords or other means suitable for accessing IT or telematic systems protected by security measures, or, in any case, providing indications or instructions suitable for the aforementioned purpose.

Furthermore, it is forbidden to destroy, deteriorate, cancel, alter or suppress information, data or computer programs of others, including those used by the State or other public body or pertinent to it, or in any case of public utility, as well as to introduce or transmit data, information or programs aimed at destroying, damaging, rendering, in whole or in part, computer or telematic systems of others or of public utility unusable or seriously hindering their functioning.

Finally, the falsification of any document, even of an IT nature, is prohibited.

PROTECTION OF INDUSTRIAL, INTELLECTUAL PROPERTY AND COPYRIGHT

Kedos s.r.l. imprints its conduct on legality and transparency in every sector of its activity and condemns any form of disturbance to the freedom of industry and trade, as well as any possible form of fraud, abusive duplication or reproduction, counterfeiting, usurpation or alteration of material assets and intangible assets susceptible to patent rights deriving from a proprietary or third party industrial or intellectual property title, calling all those who work on behalf of the Company to comply with the law. Industrial and / or intellectual property rights on goods susceptible to protection, possibly created, developed or manufactured in the context of work, (such as, but not limited to, trademarks, patents, logos, identification marks, know-how, industrial secrets, software, studies and publications etc.) belong to the Company, which retains the right to use them in the ways and forms that it considers most appropriate, without prejudice to the moral right of the author of the same to be recognized as such.

Each Recipient undertakes to protect the industrial and intellectual property rights owned or used by Kedos s.r.l. and not to unlawfully use assets protected by industrial and / or intellectual property rights.

RULES FOR RELATIONS WITH STAKEHOLDERS

MEMBERS

One of the objectives of the Company is to enhance the investment of its shareholders, through the pursuit of a development and risk management policy capable of guaranteeing satisfactory economic results over time and the conservation of assets for future generations.

Kedos s.r.l. undertakes to create the conditions so that the participation of shareholders in decisions within their competence is widespread and aware, it promotes equality and completeness of information and protects their interests.

HUMAN CAPITAL

Kedos s.r.l. recognizes the centrality of human capital (meaning both shareholders and employees and collaborators who work for the Company in contractual forms other than that of subordinate work) and the importance of establishing and maintaining relationships based on this on loyalty and mutual trust.

In fact, the Company has identified the responsibilities and duties it intends to assume towards its personnel:

• Always treat others with respect, courtesy and dignity;
  Create an environment that encourages open communication;
  Respect the privacy of each individual;
• Find the right balance between work needs and private life;
• Ensure working conditions that do not involve exploitation, or situations of grave danger;
• Contribute to respect for “diversity” by committing to offer equal employment rights and equal career opportunities to all those who aspire to a job and to workers;
• Do not tolerate sexual harassment or harassment of any other nature;
  Use the company’s communication tools in a professional and ethical manner;
• Invest in maintaining a workplace that is healthy, safe and with the necessary environmental requirements.

Health and Safety in the workplace

The health and safety of the Recipients as well as of third parties who have relations with the Company is a primary objective for Kedos s.r.l. which is constantly committed to protecting the environment, health and safety in the workplace.

Knowledge and compliance with current regulations on health and safety in the workplace is, therefore, a priority requirement for the Company, for all its collaborators and employees, as well as for contractual counterparties and suppliers.

The Company has adopted specific policies, procedures and control tools relating to health and safety in the workplace, fulfilling legal obligations and promoting and disseminating the culture of safety. The aim is to develop awareness of risk management, promote responsible behavior and preserve, especially with preventive actions, the health and safety of all employees and collaborators.

CUSTOMERS

Customers are a fundamental asset for Kedos s.r.l., which pursues its mission by offering high quality professional services and monitoring the satisfaction of its customers.

The style of behavior towards customers is based on integrity and respect and is based on the provision of adequate skills to customers with the aim of always maintaining a highly professional relationship.

Customers are asked to take note of the adoption of the Code by the Company and to undertake to respect the values ​​it represents, considering this aspect of fundamental importance for the maintenance of the business relationship. Any non-compliance with the principles set out in the Code by the Customers will also be assessed for the purpose of protecting the rights and interests of the Company.

SUPPLIERS AND BUSINESS PARTNERS

Relations with suppliers and business partners are based on the search for the right efficiency in supply, loyalty in the relationship, recognition of the professionalism and competence of the interlocutor.

Kedos s.r.l. undertakes to require its suppliers and business partners to comply with behavioral principles aligned with their own, considering this aspect of fundamental importance for the creation or continuation of a business relationship. The characteristic suppliers, commercial partners or external collaborators are informed of the existence of the Code of Ethics and of the related commitments and, to this end, specific clauses are foreseen in the individual contracts that require or regulate compliance.

PUBLIC ADMINISTRATION

Relations between the Company and the Institutions and Public Administrations are based on principles of correctness, transparency and collaboration. Any type of behavior that can be traced back to a collusive nature or capable of prejudicing the principles expressed in this Code is rejected.

The assumption of commitments with Institutions and Public Administrations is reserved for shareholders, according to the powers of attorney granted, except for special powers of attorney possibly conferred to other internal resources.

Kedos s.r.l. rejects any behavior that can be interpreted as a promise or offer of payments, goods or other benefits of various kinds in order to promote and favor their interests and take advantage of them.

It is the commitment of Kedos s.r.l. avoid any form of gift to public officials or persons in charge of public service, of any kind, Italian or foreign, or to their family members, even through third parties, such as to be able to influence the independence of judgment or induce to ensure any advantage to itself . This commitment does not allow for exceptions even in those countries where offering gifts of value to business partners is considered customary. Gifts or presents are allowed only if of modest value and, in any case, if they cannot be interpreted in any way as an instrument for receiving illegitimate favors, and always in compliance with the internal procedures preordained for this.

Any Recipient who directly or indirectly receives proposals for benefits from public officials, public service employees or employees in general of the Institutions and Public Administrations that constitute a similar case, must immediately report to the Supervisory Body, if an employee, or to their contact person, if third party.

When any business negotiation, request or relationship with the Public Administration is in progress, the personnel in charge must not try to improperly influence the decisions of the counterpart, including those of the officials who negotiate or make decisions, on behalf of the Institutions and Public Administrations .

In the specific case of a tender with Institutions and Public Administrations, it will be necessary to operate in compliance with the law and with correct commercial practice.

In case of use of a consultant or a “third party” who represents the Company in relations with Institutions and Public Administrations, towards the consultant and his staff or towards the “third” subject, the same directives are applied which are also valid for employees of the Company.

Furthermore, the Company must not be represented, in relations with Institutions and Public Administrations, by a consultant or by a “third party” when conflicts of interest may arise.

During a business negotiation, request or commercial relationship with Institutions and Public Administrations, the following actions should not be taken (directly or indirectly):

• Examine or propose employment and / or commercial opportunities that may unduly benefit employees and officials of Institutions and Public Administrations in a personal capacity;
• Solicit or obtain confidential information that may compromise the integrity or reputation of both parties;
• Deny, hide or delay any information requested by these authorities and other regulatory bodies in their inspection functions.

PUBLIC SUPERVISORY AUTHORITIES AND SUPERVISORY BODIES

In communications with state or international institutions, public supervisory authorities or control bodies, in replies to requests or acts of inspection (interrogations, interpellations, requests for information related to ongoing or concluded professional assignments, etc.), or however in making known the position of Kedos srl on relevant issues, the Company abides by the principles of transparency and professional correctness.

More specifically, it undertakes to:

• Adopt an attitude of maximum availability and collaboration and not knowingly obstruct in any way the functions performed by the subjects indicated above;
• Operate through the communication channels in charge of this with the institutional interlocutors at national and international, community and territorial level;
• Representing one’s interests and positions in a transparent, rigorous and consistent manner, avoiding collusive attitudes;
• Avoid falsification and / or alteration of data, statements and / or reports in order to obtain an undue advantage or any other benefit for the Company.

RELATIONS WITH THE MEDIA

Consistent with the principles of transparency and completeness of information, the communication of Kedos s.r.l. towards the outside, it is based on respect for the right to information. In compliance with the principle of safeguarding the confidentiality of information, the Recipients appointed to maintain relations with the media must not disclose false or biased news or comments, both regarding company activities and the results of professional activities or relations with stakeholders in general. .

In the belief that business activities and results must be closely linked to responsible business conduct, external communication, including that aimed at spreading the brand and image of the Company, respects the ethical principles of this Code.