WITOR’S SPA CODE OF ETHICS

Approved by Board of Directors 09.03.2015

INTRODUCTION

This code expresses the ethical commitments and responsibilities of the company in terms of the activity carried out towards customers and activities within the company regarding Shareholders, Employees and Associates.
The ethical commitments and responsibilities of Witor’s S.p.A., also through this code are aimed at creating satisfaction for their customers, value for shareholders and professional development for Employees and Associates. The Code, therefore, constitutes a set of principles the observance of which, by everyone to whom it is directed, is of fundamental importance for the regular functioning, reliability of the management and the image of Witor’s S.p.A. These principles refer to the operations, the conduct and relationships, both within and without the company. Operating their own business, Witor’s works in accordance with the principles of freedom, human dignity and respect for diversity.
Witor’s S.p.A. rejects any discrimination on the basis of gender, race, language, personal and social conditions, religious and political beliefs. Witor’s S.p.A, through the innovation that characterises its own business, intends to build its growth by consolidating a solid image faithful to the values of correctness and loyalty, in every process of daily work.
To this end Witor’s S.p.A.  favours a working environment that, inspired by respect, correctness and cooperation, as well as on the basis of experience gained in its areas of competence, allows the Employees and Associates to be involved and have responsibility, with regard to the specific aims to be achieved and the means to do so.
This Code of Ethics, therefore, has been prepared with the aim of clearly defining the set of values that Witor’s S.p.A.  recognises, accepts and shares. Witor’s S.p.A.  will guarantee a programme of information and awareness raising on the provisions contained in this Code and on the application of the same for the subjects it refers to, so that all those who work for the Company can carry out their own activity and/or their own task according to a constant and strict observance of the principles and values contained in this Code.
All those who work for Witor’s S.p.A. are expected to know the Code and observe the provisions contained within it. It is the responsibility of Witor’s S.p.A.  to oversee observance of the Code and to adopt, to this end, all the necessary tools of prevention and control.

Part I
GENERAL PROVISIONS
AREAS OF APPLICATION AND RECIPIENTS

The provisions in the Code of ethics express the fundamental principles and values that Witor’s S.p.A. aspires to and constitute also sample specifications of general obligations of diligence, correctness and loyalty which define the carrying out of work  and conduct in the workplace.
The principles and provisions in the Code of Ethics are binding for the directors (“Directors”, inspectors (“Inspectors”), for all the persons linked with Witor’s S.p.A. by a working contract (“Employees”)and for all those who work for/with the company, whatever their relationship may be, even temporary, which links them to the same (such as for example “Associates” ,”Suppliers”, “Customers”, etc)
The set of individuals to which the Code of Ethics of Witor’s S.p.A. applies are subsequently defined collectively and briefly as “Recipients”

Part II
PRINCIPLES  AND VALUES

1. General principles and values

The Code of Ethics constitutes a set of principles and values the observance of which is of fundamental importance for the regular functioning, reliability of the management and image of Witor’s S.p.A.
All the various activities carried out by the Company happen within a framework of fair competition, with respect to the laws and regulations in place and to the ethical principles commonly recognised in business, such as honesty, loyalty, correctness, transparency and good faith.
To such principles therefore should be orientated operations, conduct and relationships both within and without the Company itself.
Witor’s S.p.A.  rejects and deplores recourse to illegitimate or incorrect conduct aimed at reaching their own economic objectives and adopts organisational tools in order to prevent the violation of the legal provisions, principles and values expressed in the Code of Ethics and in company procedures by the Recipients, overseeing their observance and implementation.
Witor’s S.p.A. recognises the centrality of human resources and believes that an essential factor of success and development of the company is the professional contribution of the people operating within it. The human resources management of the Company is marked by respect for the personality and professionalism of each of these, in a framework of loyalty and trust and rejection of any form of discrimination and abuse.

2. Communication, dissemination and implementation
Witor’s S.p.A. will inform all Recipients of the measures contained within the Code of Ethics, inviting them to share and respect most diligently the principles and values expressed in it, as well as promoting its application and strict observance.
In particular, the Company makes a commitment, also through the designation of individuals to whom specific internal functions will be given, through means of special measures:
. To disseminate the Code of Ethics to Recipients through appropriate information activities
. To interpret and clarify the provisions contained within the Code of Ethics
. To ensure effective observance of the Code of Ethics, promoting the adoption of the procedures following any violations
. To make any future updates and to implement the provisions of the Code of Ethics, in terms of demands which may arise, from time to time.
The Recipients, in the event that they become aware of violations of the Code of Ethics or witness events and/or circumstances that are relevant to the aim of observing the principles contained within it, may contact the relevant company representatives
Regarding information received, except for legal obligations, absolute anonymity on the identity of the person making a report will be provided, guaranteeing them absolute protection.

3. Responsibility
Each Recipient must carry out his own working activity and or/own task or job with professional commitment, diligence, efficiency and correctness, using the best tools and time available and assuming the responsibilities connected with tasks undertaken

4. Correctness
All the actions and operations carried out and the conduct of each one of the Recipients in carrying out their own work and/ or task or job in terms of the relationship with the company are based on transparency, correctness and mutual respect as well as legitimacy from a formal and substantial point of view, according to norms in force and internal procedures, also with the aim of protecting the assets and the image of the company.
Every operation and /or transaction, as understood in the widest sense of the terminology, must be legitimate, authorised, coherent, consistent, documented, recorded and at all times verifiable. All those who carry out the abovementioned operations must guarantee the traceability of the motives that have permitted the execution of it, evidence of any authorisations and the means of execution of the operation itself.  Employees and individuals who purchase goods and/or services, including external consultants, on behalf of the Company, must act respecting the principles of correctness, cost-effectiveness, quality and lawfulness and operate with the diligence of a good family father.
When choosing its own suppliers, the Company must always follow objective and documented criteria and adopt behaviour that is aimed at the maximum competitive advantage for the Company, assuring and guaranteeing at the same time to all the suppliers loyalty, impartiality and equal opportunities for cooperation.
Each company Function/Direction/Area is responsible for the truthfulness, authenticity and originality of the documentation produced and the information arising from the carrying out of the activity they are responsible for.
Sponsorship activities carried out by the Company must be in favour of bodies and/or organisations that are trustworthy and ethical, which can supply adequate guarantees regarding the correct destination of sums collected. The individuals appointed by the Company to manage such activities must verify, within their competence, the correct use of funds, requesting in each case that the initiatives undertaken are supported by adequate documentation.

5. Conflicts of interest
The Recipients follow, in carrying out their own activity and/or job, the objectives and general interests of Witor’s S.p.A. in respect of the norms in place and this Code. The Recipients must avoid all activities or situations of personal interest which constitute or could constitute a conflict between personal interests and those of the Company. In particular, it is forbidden to behave in a manner that exploits privileged information held by individuals belonging to the Compan,y for reasons related to the performance of its own functions and business competencies.
All the actions and operations carried out and conduct of each of the Recipients in the carrying out of their job or their task are based on legitimacy from a formal and substantial point of view, according to norms in force and internal procedures, as well as correctness, cooperation, loyalty and mutual respect.
The Recipients do not have the personal use of goods and tools that they use in performing their job or task.
The Recipients must respect with diligence the laws in force, the Code and internal regulations. In no case can the pursuance of the interests of Witor’s S.p.A. justify conduct that is not honest and does not conform to norms in place.
Employees of the Company must refrain from engaging in activities that are in competition with this last point, must respect company rules and keep to the precepts of this Code, the observance of which is required also as per Art.2104 of the Civil Code.
It is forbidden to engage in actions or conduct that is a conflict of interests or in competition with the activity of the Company, or in any case contrary to the aims and interests it pursues.
For the purposes of this principle a “conflict of interest” with the Company is to be considered when anyone holds an interest, for whatever reason, which is contrary to that of the Company. All those who work for the Company must refrain from entering into relationships with third parties in which such conflicts may occur.
Each Recipient will not accept, nor carry out, for himself or for others, pressure, recommendations or reports which may prove to be prejudicial to Witor’s S.p.A or lead to advantages for himself, the Company or third parties.
Should the Recipient receive from a third party an offer or request for benefits, except for gifts for commercial use or of modest value (reference limit of 50 Euros), they must not accept said offer nor comply with said request and must immediately inform their line manager or the individual they should report such matters to. The Recipients must inform without delay, according to the circumstances, their own superior or, if appropriate, the individual who is to be referred to regarding situations or activities in which there could be – directly or through third parties – a conflict of interests (even if only potential) with the Company. The Recipients respect the decisions which, in the regard, are made by Witor’s S.p.A, refraining in all cases from carrying out operations which are in conflict of interest.

6. Confidentiality
In the course of its own business Witor’s S.p.A collects a significant amount of personal data and confidential information which it is committed to handling in accordance with all the norms relating to privacy and best practice regarding protection of confidentiality. Each Recipient, moreover, promises maximum confidentiality of data, news and information which constitutes a company asset or regarding Witor’s S.p.A, and which is acquired and/or produced in the course of their own work and/or carrying out their own job or task.

7. Equality, lack of discrimination, equal opportunities
Witor’s S.p.A rejects and excludes any form of exploitation of the workers and discrimination of individuals on the basis of gender, age, race, language, nationality, religion, personal and social conditions, sexual orientation, political and unionist opinions in all the decisions that influence relationships in conversations.  Witor’s S.p.A therefore disagrees with any discriminatory or damaging behaviour or attitude towards the person, beliefs or preferences. Witor’s S.p.A. favours the promotion of equal opportunities with reference to working conditions and opportunities, training, development and professional growth, in full respect of norms in force and values that this Code of Ethics is based on.

8. Integrity and protection of the individual
Witor’s S.p.A rejects the employment of minors as well as all forms of abusive recruitment and irregular use of workers and it actively works to ensure that its own internal working conditions respect moral integrity and the personal dignity of the individual. Moreover, it promises to maintain a safe healthy working environment that is free from any behaviour that may imply personal harassment of any nature, requiring all Recipients to contribute to this aim also through interpersonal relationships and individual behaviour that respects the sensitivity of others. Witor’s S.p.A, in respect of the relevant norms in place and in consideration of the will to create for its Employees, Associates and Recipients in general a healthy and comfortable environment, made provision for the ban on smoking in the workplace. Witor’s S.p.A in relation to the same, bans individuals from working and/or carrying out their assigned role or task in a state that altered by alcohol, drugs or psychotropic substances, the use of which is discouraged also outside the workplace environment.

9. Intellectual/industrial property
All Recipients whose activities, job or role involves in any way the handling of data, information or documents regarding company intellectual and/or industrial property rights have the duty to keep them with the greatest diligence, accuracy and confidentiality. The intellectual and/or industrial property rights of products, work and/or knowledge developed in the workplace belong to the Company, which holds the right to use such knowledge in a manner and time that are deemed most appropriate in compliance with laws in place from time to time.
In the same way, Witor’s S.p.A respects and protects the intellectual and industrial property rights of others, ensuring that within company activities (both productive and commercial) only products and original works are used, which are duly licensed by the legitimate owners and used in accordance with the authorisation received.

10. Use of company goods and materials
Every Employee must protect Company property. In particular, each Employee is responsible for the protection of company goods and materials that they are entrusted with. They must work with diligence to protect the same (from for example theft, loss, damage, illicit or inappropriate use), by means of responsible behaviour in line with company measures in place to regulate the use of the same.
Particular care and attention is required in the use of computer and data transmission systems (eg hardware support, internet and intranet systems, company email, remote access etc) which all the Employees have to use in connection with their professional activity and in respect of norms in force and instructions contained within the relevant company procedures.
The above is also applicable to other categories of Recipients, to the extent that these may be concretely involved in the protection of company assets, when they are permitted to use goods, materials or resources of the Company.

11. Accounting control and transparency
The Recipients, in accordance with their roles, jobs and duties, undertake to ensure that the facts relating to the management of the Company are represented in a correct and true manner in the accounting of the same, according to the following principles:
– Maximum management correctness;
– Completeness and transparency of information;
– Legal and substantial legitimacy;
– Clarity and veracity of its accounting in accordance with the laws and company procedures in force from time to time.
Witor’s S.p.A requires that the operations or transactions carried out in the course of all its activities are properly and promptly recorded in the accounting system according to criteria established by law and based on applicable accounting principles, so that every operation or transaction is authorised, coherent, legitimate, verifiable and supported by appropriate and complete documentation showing the activity carried out.
Documents proving the business of accounting records must be able to permit the swift reconstruction of every single transaction, the identification of any error and the degree of responsibility within the individual operational process.
The Recipients, always in accordance with their roles, jobs and duties, must check the correctness and accuracy of accounting records and disclose to the appropriate person errors omissions or falsifications of the same.

12. Anti-laundering
Witor’s S.p.A complies with all rules and regulations, both national and international, on anti-laundering and requires Recipients to refrain from carrying out any operation which could contribute to the transfer, to the substitution or in any case to the use of illicit proceeds or which may in any way hinder the identification of money, goods or other benefits of criminal origin.

13. Protection of the individual person
Witor’s S.p.A considers the protection of freedom and individual personality to be a core value and therefore deplores and condemns any behaviour or activity that may lead to exploitation or subjection of the individual.  Witor’s S.p.A also confers primary importance on the importance of the protection of minors and the suppression of all forms of exploitation – also by electronic means –in respect of the same.

Part III
BUSINESS CONDUCT

1. Business relations

In the carrying out of business relations, Witor’s S.p.A is guided by the principles of legality, loyalty, fairness, transparency and efficiency. Recipients who act in the name of or on behalf of the company, in business dealings of interest to the same and in relations with Public Authorities, regardless of the competitiveness of the market or the importance of the business deal, must maintain ethical conduct, respecting laws and regulations in place and must act in accordance with the principles of fairness, diligence and cost-effectiveness.
In relations with Suppliers, Customers and third parties in general, personal offers of money gifts or benefits of any kind are not allowed when aimed at obtaining undue advantages of any real or perceived nature.
Each Recipient will not accept, nor carry out, for themselves or for others, pressure, recommendations or reports which may prove to be prejudicial to Witor’s S.p.A or lead to unfair advantages for himself, the Company or third parties.
Each Recipient will also reject and not make promises and/or undue offers of money, gifts or other benefits unless the latter are of modest value and not related to requests of any kind.
Should the Recipient receive from a third party an offer or a request for money, gifts or benefits of any kind, except for gifts for commercial use or of nominal value, they must immediately inform their line manager or the individual they should report such matters to, so that necessary steps may be taken.

2. Protection of competition
Witor’s S.p.A recognises that fair, free and honest competition is a decisive factor for market growth and constant improvement of the company and therefore refrains from conduct that promotes the conclusion of business for their own benefit in violation of existing legislation.

3. Relations with suppliers
The choice of Suppliers, purchasing of goods and/or services and the formulation of the relative conditions of purchase must take place in accordance with the principles of this Code of Ethics and are based on the evaluation of objective parameters such as quality, the price of the goods or service, guarantees of assistance, timeliness and efficiency. Particular attention in the choice of suppliers is also paid to the verification of their reliability and seriousness in terms of compliance with the regulations in force from time to time and the specific rules governing the work carried out by them.
Purchasing processes are governed by specific company procedures that ensure timely identification of Suppliers and traceability of supply channels also in order to guarantee the quality and legitimacy of goods and services purchased. With respect to the law and to commercial best practice, all purchasing processes are based on the search for maximum competitive advantage for the company as well as to the impartiality and the granting of equal opportunities for all the suppliers that can meet the necessary requirements.
Should a supplier, in carrying out its activities for the Company, adopt conduct which is not in line with the principles contained within this Code of Ethics, appropriate measures will be adopted, such as – in the most serious cases- the cancellation of existing contracts and even the preclusion of further opportunities for co-operation.

4. Relations with customers
Witor’s S.p.A pursues its business through the offer of quality products and services in competitive conditions and in compliance with industry norms and those that protect consumers and competition. Witor’s S.p.A recognises that appreciation from its own Customers is of primary importance for the success of its business. Therefore, the aim is to guarantee an immediate, qualified and expert response to the requests of its Customers, inspiring their own behaviour in business correctness and transparency of contractual obligations as well as courtesy and co-operation.

5. Relationships with institutions
Witor’s S.p.A. maintains a collaborative and transparent relationship with national, local and international public institutions (“Institutions”) with the aim of facilitating dialogue on issues of specific interest.
Relationships between Witor’s S.p.A. and the Institutions, as well as with public officials or public service representatives, in other words bodies, representatives, agents, exponents, members, employees, consultants, public function or service officials, employees of public institutions, public administration, public entities, including economic entities or local, national or international public companies (“Public Officials”) are maintained by each Director and by each Employee, whatever the work carried out, the office held or its function, or, where appropriate, by each Associate or other Recipient, in accordance with local regulations, the principles set out in this Code of Ethics and relevant company procedures , on the basis of general criteria of correctness, transparency and loyalty.  Therefore, illegal payments in relation to the Institutions and Public Officials are prohibited.  Acts of corruption, favouritism, collusion, direct and/or indirect requests, also through promises of personal benefits in respect of any individual belonging to Public Administration, are also prohibited.
Witor’s S.p.A., whenever appropriate, can however support programs of institutions or public bodies that are believed to be useful and beneficial for the community as well as the activities of foundations and associations, always in compliance with applicable regulations, the principles defined in this Code of Ethics, and company procedures in force from time to time.

Part IV
HEALTH, SAFETY AND THE ENVIRONMENT

1. Health and safety at work

Witor’s S.p.A. recognizes the importance and centrality of health and safety in the workplace, understood to be fundamental rights of workers, in the carrying out of all business activities and is committed, therefore, to pursuing the continuous improvement of business performance in terms of prevention and protection in the workplace. In strict accordance with both national and local accident prevention regulations in force, Witor’s S.p.A. works to prevent injuries and work-based illnesses, adopting safety management systems that are focussed on prevention, looking to introduce at all company levels a strong culture of safety at work.
Witor’s S.p.A. provides its employees – at all levels and schemes – with training, general and specific information and any other support that permits work in conditions of health and safety and to implement the related culture.
Witor’s S.p.A. makes sure that risk assessments are carried out and that appropriate corrective action is taken to avoid risks to health, human safety and to its business activities. In addition, the Company promotes the development and implementation of emergency plans for the careful management of any residual risks.
By monitoring all aspects of business work activities, Witor’s S.p.A. operates so that the machines, processes, systems and work practices are constantly improved in order to optimise performance in terms of safety and accident prevention. Witor’s S.p.A. also calls on third parties operating in its facilities to strictly and rigorously observe accident prevention measures and ensures that those who enter have the correct safety information and are properly equipped to safely perform their duties within the Company environment.

2. Protection of the environment
Witor’s S.p.A. considers environmental protection as a key factor of the business and is based on the principles of respect and protection of the environment and of the territory, considered of maximum importance both for their intrinsic value and in relation to their impact on the health of humans and other living species. To this end, the Company is committed to respecting laws in place and strives to ensure that its own business activity, wherever it is carried out, complies with the highest standards of compatibility and environmental safety.
Research and technological innovation should be dedicated to the realisation and promotion of products and processes that are ever more environmentally friendly and characterised by greater attention to the safety and health of Recipients.

PART V
PROVISIONS FOR SANCTIONS
VIOLATIONS AND SANCTIONS

Observance of the norms contained in the Code must be considered an essential part of the contractual obligations of Employees as per article 2104 of the Civil Code.  Violation of the Code norms could constitute a breach of the primary obligations of the working relationship or a disciplinary offence, in respect of the procedures set down in the Workers’ Statute, with all legal consequences, also with regard to the preservation of the work relationship. It may lead to compensation for damages arising from the same.
Observance of the Code must be considered an essential part of the contractual obligations of Associates and/or individuals who have a business relationship with the company. Violation of the Code norms may be considered a breach of contractual obligations, with all legal consequences also with regard to cancelling the contract and/or job and may lead to compensation for damages arising from the same.

PART VI
FINAL PROVISIONS
APPROVAL AND MODIFICATIONS

The Code of Ethics approved by the Board of Directors of Witor’s S.p.A. Any future updates of this Code of Ethics, due to regulatory changes, changes in civil society or other, must be approved by the Board of Directors and promptly circulated to all Recipients.