Code of ethics

1. INTRODUCTION

1.1. The Company

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

“Kedos” in ancient Greek means “Care,” reflecting the dedication we put into creating the best conditions for every project we are involved in and every proposal we bring to the market.

Kedos s.r.l. (hereinafter referred to as “Kedos” or the “Company”) is an Italian company that provides consulting, project management, solutions, and services in the ICT sector across various markets, with the aim of creating value for clients and maintaining and developing trust-based relationships with its stakeholders. The ability to effectively pursue its mission is closely linked to the relationships built with stakeholders and the reputation established over time.

Since 2012, Kedos has been operating in Italy with three offices located in Milan, Parma, and Turin. As of today, the Company is certified under ISO 9001:2015, an international and voluntary certification that attests to the company’s full compliance with the specified requirements in its business processes and organization.

1.2. Nature and Purpose of the Code of Ethics

The Code of Ethics (hereinafter referred to as the “Code”) contains principles and behavioral norms that enrich corporate decision-making processes and guide the behavior of the Recipients, as identified in section 2. The Code broadly encompasses the role and relationships of Kedos with its stakeholders (i.e., individuals, groups, organizations that have significant relationships with the company and from which specific or general legitimate interests arise).

Compliance with the Code is considered an integral part of the contractual obligations assumed by employees, at every hierarchical level or functional responsibility, pursuant to and for the purposes of Article 2104 of the Italian Civil Code. Violation of the rules of the Code may constitute a serious breach of the obligations arising from the employment contract and a source of misconduct, with all consequent personal liability. Similarly, Kedos reserves the right to protect its interests in any competent venue against external collaborators who have violated the applicable rules of the Code.

2. SCOPE OF APPLICATION, RECIPIENTS, AND VIOLATIONS

The principles and provisions of this Code are considered binding for:

Kedos personnel – Administrators, Members, and, in general, individuals who hold representation, administration, and management functions within the Company, as well as individuals connected to Kedos through an employment relationship (hereinafter also “Employees,” including both direct and temporary workers);
External collaborators of Kedos – all those who, in any capacity, have business relations with the Company, who possibly perform activities in the name and on behalf of the Company, both in Italy and abroad (including but not limited to: clients, suppliers, consultants, business partners, auditors, legal auditors);

collectively identified as the “Recipients” of this Code.

Kedos is committed to disseminating the Code to all interested parties, facilitating its correct interpretation. It provides the tools that promote its application and implementation, takes necessary measures to conduct verification and monitoring activities, and foresees sanctions in case of violation. In the event of a confirmed violation of the Code, protective measures for the company’s interests, in accordance with applicable laws, will be adopted, which may include disciplinary actions, termination of employment, and compensation for damages incurred.

To this end, Kedos has implemented specific rules and a whistleblowing process, providing potential whistleblowers with secure channels that ensure the confidentiality of their identity and the content of the report, subject to any legal obligations, and protection from retaliation. Similarly, facilitators, family members, colleagues of the whistleblower, and associated companies/entities are also protected from retaliation. Anyone engaging in retaliatory, discriminatory, unfair, or inappropriate behavior towards the whistleblower and other individuals involved in the report may be subject to disciplinary action, where applicable. Reports made in good faith will not result in negative repercussions for the whistleblower, even if the reports turn out to be unfounded. However, it is required to refrain from making reports solely for the purpose of denouncing the subject concerned.

3. OUR PRINCIPLES

3.1. General Principles

The fundamental values of Kedos are respect for applicable laws and regulations, respect for individuals, and respect for ethical values (see the current Quality Policy). It is essential that these values are not merely stated but are translated into actions and behaviors inherent to the Company.

The Company aims to be perceived as a provider of professional services guided by the principles of loyalty, transparency, fairness, integrity, efficiency, and availability. To this end, it commits to adopting useful and appropriate measures to ensure that the obligation to respect laws and all current regulations is embraced and practiced by the Recipients of this Code.

It is emphasized that the belief of acting in some way for the benefit of the Company does not justify adopting behaviors that conflict with the norms expressed in this Code. Therefore, any violation of this Code will result in the application of appropriate disciplinary and other sanctions.

3.2. Respect for Individuals and Counteraction of Racist Propaganda

Kedos ensures respect for the physical and cultural integrity of individuals and the respect for their relationships with others. It protects and promotes the value of human resources to improve and enhance the skills and competencies of its employees.

The Company is committed to avoiding any discrimination based on age, gender, sexuality, health status, race, nationality, political opinions, union membership, and religious beliefs. It does not tolerate requests or threats aimed at inducing people to act against the law, against the Code, or to adopt behaviors harmful to the moral or personal beliefs and preferences of individuals. Finally, the Company does not tolerate any association of its activities with propaganda tools or the incitement of racial hatred, the denial or incitement of crimes against humanity, and war.

3.3. Gifts and Gratuities

No form of gift or free benefit, promised, offered, or received, is allowed if it can be interpreted as exceeding normal business or courtesy practices, or aimed at obtaining favorable treatment in the conduct of any operation related to company activities.

Acts of commercial courtesy are permitted, provided they are of modest value and conducted in compliance with any applicable regulations, and in any case, such that they do not compromise the integrity, reputation, and autonomy of judgment of the Recipients. Such expenses must always be authorized and adequately documented according to specific company procedures. In any case, the Recipients must refrain from engaging in practices not permitted by law and commercial customs; they must also adhere to any policies, procedures, and practices of the companies or entities with which they have relationships.

3.4. Conflict of Interest

In line with the values of honesty and fairness, Kedos is committed to implementing the necessary measures to prevent and avoid conflicts of interest. The Recipients are required to:

Refrain from taking personal advantage of business opportunities they become aware of in the course of performing their duties;
Refrain from pursuing any interest other than the Company’s mission;
Refrain from acting contrary to the fiduciary duties related to their position;
Avoid all situations and activities that may interfere with their ability to make impartial decisions in the best interest of the Company and in full compliance with legal norms and this Code;
Avoid conflicts of interest between their personal and family economic activities and those of the Company.

3.5. Protection of Confidentiality and Privacy

Kedos ensures the confidentiality of the information in its possession, except for 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 its information assets, in terms of:

Confidentiality (access to information is permitted only to authorized persons);
Integrity (ensuring the accuracy and completeness of information and processing procedures);
Availability (ensuring that authorized persons have access to information when needed).

Regarding the use and protection of client information, Recipients must safeguard the confidentiality of such information both during and after their engagements, except for communications required by law. Recipients are prohibited from disseminating, abusing, manipulating, or spreading false privileged information.

It is also a primary objective of Kedos, as the Data Controller, identified Data Processors, and authorized personnel, to ensure and protect, in accordance with legal provisions and regulations, the security and protection of personal data (common, special, and/or judicial) and confidential or personal information related to members, clients, employees, consultants, collaborators, or third parties in its possession. Personal data is processed with appropriate tools for the time strictly necessary to achieve the purposes for which it was collected. Specific security measures are observed to prevent data loss, unlawful or incorrect use, and unauthorized access.

3.6. Respect for Competition

The Company considers free competition to be a valuable asset to protect and recognizes that fair and honest competition affects its reputation and is essential for the sustainable development of the enterprise and the market in which it operates. Therefore, it refrains from behaviors aimed at unfairly favoring the conclusion of business to its advantage or in violation of existing laws or regulations, condemning any act performed in violation of the current regulations protecting competition, especially through the use of threats and/or violence.

3.7. Prevention of Money Laundering/Self-Laundering and Receipt of Stolen Goods

The Recipients of this Code must not be involved in incidents related to money laundering/self-laundering of funds from criminal activities or the receipt of goods or other benefits of illicit origin. Any operation that could involve the Company, even minimally, in incidents of receipt of stolen goods, money laundering, self-laundering, or the use of goods, funds, or other benefits of illicit origin, is strictly prohibited. Financial flows must be managed ensuring complete traceability of operations, retaining adequate documentation, and always within the limits of the responsibilities assigned to each individual. Recipients must adopt all appropriate tools and precautions to ensure the transparency and correctness of commercial transactions.

3.8. Use of Company Equipment, Devices, and Facilities

Each Recipient is required to operate diligently to protect company assets through responsible behavior in line with the operational procedures established to regulate their use. They have the responsibility to safeguard, preserve, and defend the assets and resources of the Company entrusted to them within the scope of their activities and are required to use them in a manner consistent with the social interest as well as the law, preventing and avoiding their use by unauthorized third parties and their use for improper purposes. It is expressly prohibited to use company assets for personal needs or purposes unrelated to work, for purposes contrary to legal norms, public order, or good manners.

With particular reference to the computer tools provided by the Company, Recipients are prohibited from engaging in conduct that may damage, alter, deteriorate, or destroy the computer or telematic systems, programs, and data of the Company or third parties. It is also expressly prohibited to unlawfully access computer or telematic systems protected by security measures or to remain there against the expressed or tacit will of those who have the right to exclude them, as well as to obtain, reproduce, disseminate, communicate, and/or deliver codes, passwords, or other means suitable for accessing computer or telematic systems protected by security measures, or, in any case, to provide indications or instructions suitable for the aforementioned purpose.

Furthermore, it is prohibited to destroy, deteriorate, delete, alter, or suppress information, data, or computer programs belonging to others, including those used by the State or another public entity or relevant to it, or otherwise of public utility, as well as to introduce or transmit data, information, or programs intended to destroy, damage, render wholly or partly unusable the computer or telematic systems of others or of public utility or to seriously hinder their operation. Finally, the falsification of any document, including electronic ones, is prohibited.

3.9. Protection of Intellectual Property and Industrial Property

Kedos guides its conduct with legality and transparency in every sector of its activity and condemns any form of disturbance to the freedom of industry and commerce, as well as any possible form of fraud, abusive duplication or reproduction, counterfeiting, usurpation, or alteration of tangible and intangible assets susceptible to proprietary rights arising from a title of industrial or intellectual property, whether its own or of third parties, recalling all those who operate on behalf of the Company to comply with the regulations.

The rights of industrial and/or intellectual property over assets susceptible to protection, if created, developed, or realized within the scope of work activities (such as, for example and not exhaustively, trademarks, patents, logos, identifying marks, know-how, trade secrets, software, studies, and publications, etc.) belong to the Company, which retains the right to use them in the ways and forms it deems most appropriate, while the moral right of the author to be recognized as such is preserved. Each Recipient undertakes to protect the industrial and intellectual property rights owned or used by Kedos and not to unlawfully use assets protected by industrial and/or intellectual property rights.

3.10. Insider Information

Recipients may not use privileged or confidential information to carry out personal transactions directly or indirectly, even through third parties, on their own behalf or on behalf of others.

3.11. Corporate Information

Kedos ensures accurate information to its shareholders and internal and external control bodies regarding significant facts concerning its corporate management. The financial, accounting, and managerial evidence, as well as any other communication issued by the Company to third parties, meet the requirements of truthfulness, completeness, and accuracy. Recipients are prohibited, within the scope of their relationship with the Company, from:

Presenting material facts that do not correspond to the truth;
Omitting information whose disclosure is required by law, regarding the economic, equity, or financial situation of the Company;
Concealing data or information in a manner likely to mislead the recipients thereof;
Preventing or otherwise hindering the performance of activities of control legally attributed to shareholders, other corporate bodies, or competent supervisory authorities.

In carrying out their profession, particularly concerning relationships with clients, their control bodies, and with those legitimately entitled to receive communications and/or reports (“Work Progress” and “reports”) issued in connection with professional engagements, Kedos ensures, in addition to strict compliance with applicable norms, laws, and regulations, the rigor required by the profession itself.

3.12. Environmental Protection

Kedos is committed to respecting the environment and encourages Recipients to do the same, for example, by promoting the use of public transportation or the creation of green areas as part of the Social Gardening Solution project. It identifies areas for improvement, especially in the rational use of energy resources.

3.13. Use of Internet and Social Media

The Internet and social media represent a widespread and daily form of communication. Recipients are obligated to use these tools responsibly, professionally, ethically, and legally to protect the company and all parties that may suffer harm.

It is therefore prohibited to misuse these tools and to publish comments or opinions that may have serious repercussions on the image and reputation of the Company, as well as on the recipients of this Code. Kedos personnel who publish content online must also refrain from speaking on behalf of the Company unless previously authorized.

4. NORMS FOR RELATIONSHIP WITH STAKEHOLDERS

4.1. Shareholders

One of the company’s objectives is to pursue a policy of development and risk management capable of ensuring satisfactory economic results over time and the preservation of assets for future generations. Kedos is committed to creating conditions in which shareholders’ participation in decisions within their competence is widespread and informed, promotes equality and completeness of information, and safeguards their interests.

4.2. Human Capital

Kedos recognizes the centrality of human capital (comprising shareholders, Employees, and collaborators who provide their services to the Company under contractual forms different from subordinate employment) and the importance of establishing and maintaining relationships with them based on loyalty and mutual trust. The Company has identified the responsibilities and duties it intends to assume towards its personnel:

Always treat others with respect, courtesy, and dignity;
Foster an environment that encourages open communication;
Respect the privacy of every individual;
Strike the right balance between work demands and private life;
Ensure working conditions that do not involve exploitation or situations of serious danger;
Contribute to the respect of “diversity” by committing to offer equal employment rights and equal career opportunities to all those aspiring to a job and to workers;
Not tolerate sexual or any other form of harassment;
Use company communication tools in a professional and ethical manner;
Invest in maintaining a healthy, safe workplace with the necessary environmental requirements.

4.3. Customers

The Company’s customers constitute a fundamental asset for Kedos, which pursues its mission through the provision of high-quality professional services, monitoring their satisfaction. The behavior towards Customers is characterized by integrity and respect and is based on providing adequate skills with the aim of maintaining a relationship of high professionalism at all times. Customers are required to acknowledge the adoption of the Code by the Company and commit to respecting the values represented therein, considering this aspect as of fundamental importance for the maintenance of the business relationship. Any non-compliance with the principles set forth in the Code by Customers will also be assessed for the protection of the rights and interests of the Company.

4.4. Suppliers and Business Partners

The relationships with suppliers and business partners are based on the pursuit of efficiency in the supply chain, loyalty in the relationship, and recognition of the professionalism and competence of the counterpart. Kedos commits to require its suppliers and business partners to adhere to behavioral principles aligned with its own, considering this aspect as of fundamental importance for the establishment or continuation of a business relationship.

4.5. Public Administration

The relationships between the Company and Institutions and Public Administrations are based on the principles of correctness, transparency, and collaboration. Any behavior that may be construed as collusive or likely to prejudice the principles expressed in this Code is rejected.

Kedos rejects any behavior that could be interpreted as a promise or offer of payments, goods, or other benefits of any kind in order to promote and favor its own interests and gain advantage, also avoiding any form of gift to public officials or employees of public service, of any kind, whether Italian or foreign, or to their family members, even through intermediaries, which could influence their independence of judgment or induce them to provide any advantage to themselves. This commitment does not allow exceptions even in those countries where offering valuable gifts to business partners is considered customary. Gifts or gratuities are allowed only if of modest value and, in any case, if they cannot be interpreted in any way as a means to receive illegitimate favors, and always in accordance with internal procedures designed for this purpose.

Any Recipient who directly or indirectly receives proposals for benefits from public officials, employees of public service, or employees in general of Institutions and Public Administrations that fall under a similar case, must report it to their hierarchical superior if an employee, or to their contact person if a third party.

In case of using a consultant or a “third party” representing the Company in relations with Institutions and Public Administrations, the same directives applicable to the Company’s employees also apply to the consultant and its staff or to the “third party”. Furthermore, the Company shall not be represented, in relations with Institutions and Public Administrations, by a consultant or a “third party” when conflicts of interest may arise.

4.6. Public Supervisory Authorities and Control Bodies

In communications with State or international institutions, public supervisory authorities, or control bodies, in response to requests or acts of inspection (queries, inquiries, requests for information related to ongoing or concluded professional assignments, etc.), the Company adheres to the principles of transparency and professional correctness. More specifically, it commits to:

Adopt an attitude of maximum availability and collaboration and not deliberately hinder in any way the functions performed by the aforementioned entities;
Operate through the communication channels provided for this purpose with institutional counterparts at national and international, community, and territorial levels;
Represent its interests and positions in a transparent, rigorous, and consistent manner, avoiding collusive attitudes;
Avoid falsifications and/or alterations of data, reports, and/or statements in order to obtain undue advantage or any other benefit for the Company.

4.7. Relations with the Media

Consistent with the principles of transparency and completeness of information, Kedos’ external communication is based on respecting the right to information. In accordance with the principle of safeguarding the confidentiality of information, Destinatari tasked with engaging with the media must not disclose false or biased news or comments, whether concerning the company’s activities, the results of professional activities, or relations with stakeholders in general.

5. PERSONNEL POLICIES

5.1. Personnel Management

In compliance with the current legislation protecting working conditions, Kedos commits to respecting fundamental human rights. In particular:

It inspires its policies for personnel selection, management, compensation, and training based on criteria of professionalism, competence, and merit, in line with the legal provisions, the Workers’ Statute, and the applicable National Collective Bargaining Agreement (CCNL) in the company.
It rejects all forms of discrimination or favoritism aimed at facilitating the hiring of a candidate by adopting an evaluative process that is as objective as possible for candidates and offering all workers the same opportunities.
It ensures the protection of the privacy of personnel and requests compliance with the current privacy legislation, prohibiting the dissemination of news related to sensitive data learned in relation to their work, without the prior authorization of the interested party and specific authorizations from company management.
It ensures that no form of harassment, mobbing, violence, threat, deception, abuse of authority, exploitation of a situation of physical or mental inferiority, or a situation of need is carried out in internal and external employment relationships, whether by promise or payment of sums of money or other benefits to those who have authority over the person, especially related to reasons of age, sex, sexual orientation and gender identity, marital status, health status, disability, race, ethnicity, nationality, political and trade union affiliations, and religious beliefs.
It commits not to establish employment relationships with individuals lacking a residence permit and does not engage in any activities aimed at facilitating the illegal entry, into Italy, of clandestine individuals.
It commits to ensuring that personnel are employed in accordance with the provisions regarding remuneration, contributions, working hours, rest periods, as well as other labor and trade union rights recognized to workers by laws, current regulations, and national and territorial collective bargaining agreements.
It condemns all forms of child labor exploitation.

5.2. Health and Safety in the Workplace

The health and safety of the Recipients as well as third parties who have relationships with the Company constitute a primary objective for Kedos, which is constantly committed to protecting the work environment, health, and safety in the workplace. Knowledge and compliance with current regulations regarding health and safety in the workplace are a priority requirement for the Company, all its collaborators and employees, as well as contractual counterparts and suppliers.

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

6. Final Provisions

6.1. Application of the Code

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

Recipients must also explicitly accept their commitments arising from this Code at the time of establishing the employment relationship or business relationship, upon the first dissemination of the Code of Ethics or its relevant amendments or integrations, and are obliged to:

Refrain from behaviors contrary to the rules contained in the Code;
Promptly report to the designated Body for reporting any information, whether directly observed or reported by others, regarding possible violations and any requests for violation directed towards them;
Collaborate with the structures responsible for verifying possible violations.

6.2. Communication

The Code is brought to the attention of all internal and external stakeholders through appropriate information activities and is published on the Company’s website. In order to ensure the correct understanding of the Code, the Company prepares and implements, also based on any indications from the Management, a periodic communication plan aimed at promoting the knowledge of the ethical principles and rules contained in the Code. In case of requests for clarification on the contents of the Code or on the methods of application thereof, it is possible to contact the Human Resources Office.

Rev 3.0 of June 3, 2024