Transparency

We value clarity in every action and decision.
We ensure a constant commitment to integrity and reliability.

1 | Premise

The company Consulenze Intermediazioni e Partecipazioni Srl (abbreviated as C.I.P. Srl) has been operating for years in the field of specialized consultancy in public works. In carrying out its activities, it upholds the principles of freedom, human dignity, and respect for diversity, rejecting any discrimination based on gender, race, language, personal and social conditions, religious beliefs, and political views.

The Company therefore believes that adherence to ethical rules and transparency in business conduct is a necessary condition, as well as a competitive advantage, for pursuing and achieving its objectives.

To this end, C.I.P. SRL promotes the creation of an environment characterized by a strong sense of ethical integrity, with the firm conviction that this significantly contributes to the effectiveness of policies and control systems, influencing behaviors that might otherwise elude even the most sophisticated oversight mechanisms.

This document, called the “Code of Ethics and Anti-Corruption” (or simply “Code”), governs the set of rights, duties, and responsibilities that C.I.P. SRL assumes in conducting its activities toward all stakeholders who have direct or indirect relations with the company and can influence its activities or are affected by them.

The Code of Ethics is adopted by resolution of the sole director of C.I.P. SRL as a form of self-regulation and may be amended at any time. In particular, the sole director will evaluate any changes necessary due to the company’s exposure to new or additional risks.

The provisions of this Code may have various origins and natures, specifically:

Legal, when they are explicitly provided for by a statutory provision;
Customary, when they have developed through the continuous repetition of a specific behavior under the belief that it was mandatory;
Pragmatic, when they originate from customs and practices;
Self-determined, when they have been issued by representative category bodies under the powers granted to them.

The Code aims to be a useful tool for protecting the interests of all those who, with different titles, roles, and functions, contribute to the widespread and transparent creation of business value by collaborating with the company.

If properly understood and applied, it therefore constitutes an essential element of the organizational model and provides adequate safeguards for the prevention of certain risks associated with business operations.

2 | General Ethical Principles

The values that constitute the “inalienable points of reference” of the organization are:

Compliance with laws, regulations, and statutory provisions;
Personal integrity (individual value) understood as loyalty, consistency, fairness, reliability, confidentiality, and respect for rules;
Collaboration (team spirit) understood as customer orientation and sharing departmental results as company results;
Enthusiasm, meaning the willingness to act promptly and with dedication, the desire to succeed, and to take on increasingly ambitious and exciting goals;
Organization, understood as a rational approach to problems and the ability to structure work and evaluate suggestions and improvements;
Protection and promotion of human rights, an essential foundation for building societies based on principles of equality and solidarity;
Guarantee of equal opportunities without discrimination based on age, gender, health status, race, nationality, political opinions, or religious beliefs.

3 | Specific Ethical Principles

C.I.P. Srl believes that ethics in conducting its activities and pursuing its objectives enhances the company’s image of reliability, fairness, transparency, and professionalism.

A good reputation encourages investment in the company, strengthens relationships with business, entrepreneurial, and financial partners, boosts credibility with creditors and suppliers, and attracts the best human resources.

C.I.P. Srl believes that transparency is an essential value.

It consists of behaviors and attitudes of its employees and collaborators aimed at:

Ensure an objective understanding of situations as they actually occurred;
Ensure an objective analysis of the consequences of an event and possible actionable solutions;
Involve the most suitable individuals, both professionally and hierarchically, in decision-making and information dissemination;
Ensure the reconstruction, through appropriate procedures and documentary evidence, of the steps that led to decision-making or the dissemination of information.

C.I.P. Srl also believes that all activities carried out by the recipients of this Code must be conducted with the utmost integrity, commitment, and professionalism in order to safeguard the prestige and reputation of the company.

4 | Dissemination, Validity, and Scope of Application of the Ethical Code

This Code of Ethics is communicated to all personnel through the usual corporate communication channels.

Each employee is required to formally acknowledge the Code of Ethics and align their behavior with the obligations contained therein. The provisions related to the dissemination of the Code of Ethics apply after the document’s approval by the sole administrator and for each subsequent modification that results in substantial changes.

The Code of Ethics is published on the company website: www.cip.srl

For new hires, a clause committing to compliance with the Code of Ethics is included in the employment letter.

Employees who violate the rules of conduct prescribed in this Code of Ethics are subject to disciplinary action. Disciplinary measures and sanctions are proportional to the severity of the violation and are implemented in accordance with the applicable legal regulations and current contractual rules.

5 | Specific Ethical Principles

The Code applies to internal recipients, namely:

Shareholders;
Employees required to adapt their actions and behaviors to these principles, values, and rules;
Collaborators (those who work for C.I.P. Srl, regardless of the nature, even temporary, of their relationship with the company).

The Code may be made known to external recipients such as:

Commercial or operational partners who play a role in projects and operations and who request it;
External collaborators who perform, directly or indirectly, services related to the company’s activities (Consultants, external professionals) and who request it;
Entities (if applicable) with whom C.I.P. Srl maintains relationships by virtue of law and who request it.

6 | Behavioral Rules

6.1 Relations with Public Administration

For the purposes of this Code, the term Public Administration refers to, by way of example and not limitation: Public Entities, Public Service Concessionaires, individuals or legal entities acting as public officials, those in charge of public services, members of a European Community Body, European Community officials or foreign state officials, the judiciary, public supervisory authorities, etc.
Pursuant to Article 357 of the Italian Penal Code, public officials are those who exercise a legislative, judicial, or administrative public function. Pursuant to Article 358 of the Italian Penal Code, persons in charge of public services are those who, in any capacity, perform a public service.

In the context of relations with the Public Administration, the following are expressly prohibited:

Offering or promising, even indirectly, money or other benefits to executives, officials, or employees of the Public Administration, or to their relatives or cohabitants, whether Italian or of other nationalities, unless within the scope of normal courtesy practices, to omit or delay acts related to their office or to perform acts contrary to the duties of the public official or public service officer.
Inducing someone into error by using tricks or deception to gain undue profit to the detriment of the State, other public entities, or the European Union. In particular, compliance with laws and proper commercial practices is recommended for tenders, negotiations, requests for concessions, licenses, funding, contributions, subsidies, and disbursements.
Using or presenting false statements or documents or omitting required information to obtain grants, financing, subsidized loans, or other disbursements granted or issued by the State, other public entities, or the European Union, or to obtain concessions, authorizations, licenses, or other administrative acts.
Using funding obtained from the State, other public entities, or the European Union for purposes other than those intended to support initiatives aimed at the implementation of public works or activities of public interest.
Altering the operation of an IT or telematic system by manipulating data or programs contained in it to obtain undue profit and damage the State or other public entities.
Accepting money or other benefits from a public official or public service officer for services not due.
Being represented by third parties when conflicts of interest may arise. In this sense, acts of corruption are considered both illicit payments made directly by the company’s representatives and illicit payments made through persons acting on behalf of the company, whether in Italy or abroad.

6.1 Use of Consulting Firms and External Professionals

The use of professional services from consultants and external professionals must be justified by the proposing party. In particular, company procedures identify:

The criteria for selecting the external collaborator;
The procedures for requesting the services of an external collaborator;
The requirement to specify the nature of the services requested;
The obligation to inform control bodies to ensure maximum transparency;
The payment methods for the collaborator.

The selection of the consultant must favor individuals who, due to their proven reliability and professional competence, are able to perform the required services in the best possible manner. The working relationship with the consultant must be based on maximum transparency. The Company must be able to verify at any time which services have actually been performed and whether the consultant is fulfilling their contractual obligations.

Payment for the consultant’s services must be made based on an analysis of the activities carried out by the consultant, to verify the actual performance and the appropriateness of the remuneration in relation to the value of the services rendered. The remuneration of the consultant must be in line with what is typically practiced for services of similar content and quality.

If C.I.P. Srl uses an external professional to represent it in dealings with the Public Administration, the agreement must be formalized in writing and must comply with the principles of fairness, transparency, and legal provisions.

In compliance with the provisions of Legislative Decree 231/01, any form of pressure on those responsible for selecting consultants, aimed at influencing their decisions and behavior in a manner contrary to the company’s interests and policies, is prohibited.

6.2.1 Partnership

C.I.P. Srl reserves the right to develop partnerships with suppliers who, by providing guarantees of reliability, professionalism, and technical suitability for the required services, are able to ensure better satisfaction of the final customer’s needs. The decision to form a partnership must be justified with a clear explanation of the reasons for selecting the partner.

Partnership agreements must be formalized in writing, detailing all conditions of the agreement. These agreements must demonstrate that the parties mutually commit to adopting behaviors aimed at implementing the joint initiative, in accordance with principles of fairness, transparency, and strict compliance with legal provisions.

6.2.2 Correspondents

C.I.P. Srl reserves the right to develop agreements with correspondents who, by offering guarantees of reliability, professionalism, and technical competence for the required services, are able to develop the company’s activities in countries where it is not currently present. Agreements with correspondents must be formalized in writing, detailing all the conditions of the agreement. These agreements must demonstrate that the parties mutually commit to adopting behaviors aimed at implementing the joint initiative, in accordance with principles of fairness, transparency, and strict compliance with legal provisions.

6.3 Client Relations

The primary objective of C.I.P. Srl is to meet the expectations and needs of its clients while respecting the interests of the company. The company is committed to:

Carry out the assigned mandate with the diligence required by the nature of the assignment, taking into account all related aspects and profiles. Specifically, the company is required to agree with the client, if the mandate is not given in writing, on all the terms and conditions governing the relationship, clarifying that, unless otherwise and immediately specified, the mandate will be considered assigned and accepted under those conditions;
Ensure that the issued documents are consistent with the nature of the mandate and do not create uncertainty or imply obligations different from those naturally inherent to the mandate itself;
Prepare a dedicated dossier for each case, including the use of information technology, containing all the details needed to appropriately document the nature of the assignment, the specific methods of execution, the actions performed, and the results achieved;
Comply with and enforce all rules related to the proper conduct of the activity, particularly those aimed at protecting health, the environment, and consumers;
Inform the client of all circumstances, including those arising during the execution of the mandate, that may lead to the revocation or modification of the assignment or its conditions;
Adhere to the instructions received from the client and act in their best interest;
Do not deviate from the instructions received unless unknown circumstances arise that cannot be promptly communicated to the client, reasonably suggesting that the client would have approved such actions. In this case, immediate communication to the client about the initiative taken is required;
Promptly inform the client upon completion of the mandate;
Notify the client of any obstacles, whether permanent or temporary, that may hinder the execution of the received instructions;
Protect the client’s rights against third parties;
Ensure the utmost diligence in safeguarding any assets entrusted to the company for the execution of the mandate;
Maintain strict confidentiality regarding all information about the client and their activities, unless explicit authorization is given by the client;
Do not accept assignments that cannot be fulfilled, and promptly inform the client if an assignment becomes impossible or extremely difficult to execute;
Act in good faith towards the client, in accordance with Article 1375 of the Civil Code, and adhere to principles of fairness and loyalty;
Ensure that all means and personnel used for the execution of the assignment and/or ancillary services comply with current regulations in their respective fields and possess the required and/or appropriate qualifications, while remaining responsible to the client.

6.4 Relations with Personnel

Employee conduct in pursuing objectives and concluding any operation must be guided by principles of honesty, transparency, loyalty, integrity, and fairness, in compliance with company policies as well as applicable laws and regulations. The belief that one is acting in the best interest of C.I.P. Srl cannot, in any way, justify behavior that conflicts with the principles outlined in this Code of Ethics, the consistent adherence to which is of fundamental importance for the proper functioning and prestige of C.I.P. Srl.

Particular attention must be paid when employees hold roles as Public Officials or Public Service Officers to avoid any abuse of their status or the powers granted to them, such as committing, omitting, or delaying acts within their office or performing acts contrary to their official duties.

6.4.1 Personnel Management

C.I.P. Srl offers all employees equal job opportunities, ensuring that everyone receives fair treatment based on merit criteria and free from any discrimination. C.I.P. Srl is committed to developing the skills and capabilities of each employee so that their energy and creativity can fully express themselves, allowing them to achieve their potential.

Each employee is required to carry out their activities responsibly, honestly, and diligently, in accordance with the company’s policies, procedures, and rules.

6.4.2 Personnel Selection

C.I.P. Srl ensures equal treatment for all candidates during the personnel selection phase. It avoids any form of favoritism, nepotism, and clientelism, ensuring that the hiring of a new employee does not result in an “exchange of favors.”

The evaluation of potential hires is carried out based on the candidates’ profiles matching the expected profiles and the company’s needs. During interviews, in addition to assessing the candidate’s reliability, experience, knowledge, relational skills, and motivation, their alignment or adaptability to the company’s culture and values is also evaluated.

Employees are hired with a regular employment contract.

No form of irregular employment is tolerated.

At the start of the employment relationship, each employee or collaborator receives accurate information regarding the characteristics of their role and tasks, as well as regulatory and remuneration elements governed by the National Collective Labor Agreement, and the rules and procedures to avoid health risks associated with work activities.

The Code of Ethics is also provided to the new hire.

This information is presented to the employee or collaborator in a way that ensures their acceptance of the role is based on a full understanding.

In personnel management and development processes, career advancement decisions are based on the alignment between the possessed and expected profiles, as well as merit considerations.

Access to roles and assignments is determined by competence and capability. Additionally, where possible, flexible work arrangements are encouraged to support maternity needs and general childcare responsibilities, while maintaining work efficiency.

6.4.3 Integrity and Protection of the Individual

C.I.P. Srl is committed to protecting the physical and moral integrity of employees by guaranteeing the right to working conditions that respect personal dignity and to fair treatment based on merit criteria and equal opportunities regarding access to employment, the assignment of roles, and career advancement.

Sexual harassment and any behavior that may disturb an individual’s sensitivity are not tolerated. C.I.P. Srl also refuses any form of discrimination based on age, sex, racial or ethnic origin, religion, political and trade union opinions, physical conditions, nationality, marital status, or sexual orientation.

C.I.P. Srl requires that no harassment occurs in internal or external working relationships, defining harassment as:

6.4.3 Integrity and Protection of the Individual

C.I.P. Srl requires that no harassment occurs in internal or external working relationships, defining harassment as:

The Company, in compliance with the International Labour Organization Conventions, commits to:

Respect fundamental human rights;
Prevent child exploitation;
Do not use forced labor or labor performed under conditions of slavery or servitude.

The Company undertakes, in compliance with the relevant regulatory provisions, not to establish any employment relationship with individuals who lack a residence permit, or whose permit has been revoked, annulled, expired, or for which renewal has not been requested within the legal deadlines.

6.4.4 Employee Documentation

All employee data must be properly stored to ensure easy access to information while also protecting personal privacy in accordance with the provisions of Presidential Decree 196/2003.

The privacy of each collaborator is safeguarded by adopting standards that specify the information the company requires from the collaborator and the methods of processing and storing it.

Investigations into employees’ or collaborators’ ideas, personal tastes, and, more generally, private lives are excluded, except in cases explicitly provided by law.

The standards stipulate the prohibition, except as provided by law, of communicating and/or disseminating personal data without the prior consent of the individual and outline the rules for each Employee or Collaborator to control privacy protection regulations.

6.4.5 Enhancement and Training of Resources

Human resources are essential for the existence, development, and success of any company. Therefore, C.I.P. Srl pays particular attention to enhancing, protecting, and developing the skills and competencies of all its employees, so they can fully express their potential and professionalism.

Internal staff training is considered a fundamental element for the company’s development and aims at empowering individuals.

The training of the company’s employees and collaborators is planned through a dedicated corporate training plan.

6.4.6 Duties of Employees

Employees must act loyally and respect the obligations set out in their employment contract and the provisions of the Code of Ethics.

C.I.P. Srl values a harmonious environment that encourages communication and cooperation between colleagues, and between superiors and subordinates. In particular:

Smoking is prohibited in the workplace, except in designated and marked areas. This prohibition also applies to collaborators, external agents, suppliers, clients, and all those with whom work relationships are maintained during meetings at the premises.
It is forbidden to possess, consume, or offer narcotic substances or substances with similar effects during work activities and in workplaces. Anyone found under the influence of alcohol and/or drugs while performing work duties should be aware that they are compromising the work environment’s respect for others’ sensitivity.
It is forbidden to carry weapons and/or explosives in the company offices, even if possession is authorized by competent authorities and intended for personal defense.
Each employee is responsible for protecting the resources entrusted to them and must act diligently to safeguard the company’s tangible and intangible assets. Computers, software applications, and communication systems are provided to personnel solely to support business activities and can only be used for work-related purposes. Employees must not engage in personal or third-party activities during work hours and are not authorized to use company equipment for such activities. They must comply with all provisions outlined in the Company’s IT Regulations.
All electronically processed or transmitted information is considered the property of C.I.P. SRL and may only be shared for work-related purposes. Private and confidential information must be identified and protected before electronic transmission. In compliance with Legislative Decree 231/01, the possession and transmission of child pornography material and the dissemination of messages aimed at committing criminal acts with terrorist or subversive purposes are prohibited.
Each employee must understand and implement company policies regarding data security, including confidentiality, integrity, and availability of information.
Administrators and employees of C.I.P. Srl are also committed to not engaging in or being involved in any form of money laundering activities and must comply with applicable laws.
All company representatives must avoid situations that may result in conflicts of interest and refrain from personally benefiting from business opportunities learned about during their duties.
Every company representative must prioritize the company’s interests and avoid any actions that may harm or disadvantage the company.

6.5 Relations with Institutions and Associations

C.I.P. Srl develops a relationship of absolute transparency with national public authorities and institutions, as well as with public officials or those in charge of public services, including bodies, representatives, agents, members, employees, consultants, and individuals performing public functions or services, whether of public institutions, public administrations, public entities, including economic ones, or public companies at a local, national, or international level. The company considers establishing constructive dialogue with these entities an important factor for consolidating its image and market success, aiming to cooperate in mutual respect and avoid conflict situations.

These relations are conducted by each Administrator or Employee, regardless of their role or task, or, when applicable, by each Collaborator, in compliance with current legislation and based on general principles of loyalty and fairness.

C.I.P. Srl cannot be represented in dealings with the Public Administration by a consultant or a third party if such situations might create conflicts of interest.

C.I.P. Srl may support public body programs aimed at creating community benefits, as well as the activities of foundations and associations, always in compliance with applicable laws and the provisions of this Code.

To ensure maximum transparency in relationships and avoid collusive behavior, contacts with institutional interlocutors take place exclusively through designated representatives with explicit mandates.

6.6 Relations with Political Parties

C.I.P. Srl does not fund political parties or their candidates, either in Italy or abroad. It does not sponsor events or demonstrations with an exclusive purpose of political propaganda and refrains from any direct or indirect pressure on political representatives.

C.I.P. Srl does not provide contributions of any kind to organizations where conflicts of interest may arise, neither in cash nor in kind (such as donations of goods or the purchase of tickets for fundraising events).

However, C.I.P. Srl recognizes the right of every Employee or Collaborator to participate as an individual in the political process, provided that they clearly state they are not representing C.I.P. Srl during this process.

7 | Rules on Crimes under Legislative Decree No. 231/2001

On July 4, 2001, Legislative Decree No. 231 of June 8, 2001 came into force, which introduced the regulation of the liability of legal entities, companies, and associations, even those without legal personality, for crimes committed – for their interest or benefit – by those who hold representation, administration, or management roles in the company (so-called “top-level” figures such as, for example, directors, attorneys, general managers) but also by those who are subject to the direction and supervision of the former (e.g., employees, collaborators, consultants, etc.).

Legislative Decree 231/2001 was created to combat corruption and corporate crime, to prevent the commission of crimes, and to make businesses more responsible for acting with fairness in the market and in their relationships with various stakeholders.

The innovative aspect of Legislative Decree 231/2001 lies in the overcoming of the principle “societas delinquere non potest” (organizations cannot commit crimes), a principle clearly enshrined in Article 27 of the Constitution, which states “criminal liability is personal” – outlining the liability of entities (legal persons and associations) as “administrative” liability, which, in essence, has a criminal impact.

The definition and adoption of its own Ethical Code are therefore additional tools with which C.I.P. Srl aims to ensure that its activities are carried out in compliance with current regulations and the behavioral principles that have always guided the company’s operations.

7.1 Bribery, Direct or Indirect

Payment of bribes harms the company and the community where the company conducts its business.

Many governments are adopting anti-bribery measures and specific laws against this phenomenon. Therefore, C.I.P. Srl adopts a zero-tolerance policy toward bribery.

This means that, without any exceptions, it is prohibited for any employee or collaborator of the company to give or promise any undue advantage to persons in positions of trust in government or in a private company, or to accept or solicit any undue advantage.

Employees or collaborators of the company must not use third parties to pay bribes or kickbacks.

Therefore, it is the responsibility of each employee or collaborator to ensure that the partners they traditionally work with are aware of and committed to C.I.P. Srl’s anti-bribery policies.

7.2 Forgery of Banknotes, Coins, Public Credit Cards, Revenue Stamps, and Watermarked Paper

It is prohibited to counterfeit, circulate (buying and/or selling) banknotes, coins, public credit cards, revenue stamps, and watermarked paper for the interest and/or benefit of the company.

7.3 Corporate Crimes

C.I.P. Srl is committed to ensuring that all official documents intended to illustrate the company’s financial, economic, and management situation are prepared with the utmost care in order to guarantee their completeness, accuracy, and truthfulness and to comply with applicable laws and regulations.

In preparing these documents, C.I.P. Srl’s staff must exercise due diligence and maintain conduct based on principles of fairness, honesty, and integrity.

Accounting records based on economic and financial assessments must follow the principles of reasonableness and prudence.

7.3.1 Communications to External Parties

The preparation of financial statements and social communications required by law must be made clearly and represent the company’s financial and asset situation correctly and truthfully;
It is prohibited to hinder the functions of Public Supervisory Authorities by exposing false facts or omitting legally required communications;
Complaints, communications, and deposits with the business register, mandatory for the company, must be made by the subjects identified by the laws in a timely, truthful manner, and in compliance with current regulations;
In accordance with the provisions of Legislative Decree 231/01, external communication must respect the right to information and therefore be truthful, complete, and unbiased;
Any form of pressure on the media to obtain favorable behavior from them or the use of misleading advertising is prohibited.

7.3.2 Capital Transactions

It is prohibited, even through disguised conduct, to return the contributions made by shareholders or release them from the obligation to make them, except in the case of legitimate reduction of the company’s capital;
It is prohibited to distribute profits or advances on profits that have not actually been achieved or are destined for reserves, or to distribute unavailable reserves;
It is prohibited to reduce the company’s capital, carry out mergers or demergers in violation of legal provisions protecting creditors;
It is prohibited to artificially increase the company’s capital by assigning shares or quotas for an amount lower than their nominal value, mutual subscription of shares or quotas, significant overvaluation of contributions in kind or credits, or of the company’s assets in case of transformation;

7.3.3 Authorization and Documentation of Transactions

All transactions and operations of the company must have adequate accounting records.
Each transaction is supported by adequate, clear, and complete documentation kept on file, to allow, at any time, its traceability and the precise identification of who performed, verified, authorized, and recorded it in the various stages.

7.3.4 Fictitious Transactions

It is prohibited to adopt behaviors or omissions that may lead to the registration of fictitious transactions or misleading registration of operations and transactions.

7.4 Possession of Pornographic Material

It is strictly prohibited to possess pornographic material or virtual images made using images of minors under eighteen, on computer devices, or in the company’s premises, warehouses, or any other place that can be traced back to the company. Virtual images refer to images created using graphic design techniques not associated entirely or partially with real situations, whose quality of representation makes unreal situations appear as real.

7.5 Relations with the Judicial Authority

It is prohibited to exert any form of pressure on a person called to make statements before the judicial authority in order to induce them to refrain from making statements or to make false statements.
It is prohibited to help anyone who has committed a criminal act to evade investigations by the authority or avoid being searched for by them.

7.6 Management of Money, Assets, and Other Benefits

It is prohibited to substitute or transfer money, assets, or other benefits derived from a crime or to carry out operations related to them that hinder the identification of their criminal origin;
It is also prohibited to use these assets in economic, financial, entrepreneurial, or speculative activities;
The purchase of goods and/or services must be justified by concrete business needs, motivated by the relevant responsible managers who are authorized to make such expenditures, within their delegated purchasing powers.

7.7 Associative Crimes

It is prohibited to associate in Italy or abroad for the purpose of committing criminal and/or administrative offenses carried out or achievable in the interest or for the benefit of the company. Therefore, before engaging in commercial relations with any counterpart, it is necessary to gather as much information as possible to verify their moral requirements.

7.8 Computer Crimes

All employees and collaborators are responsible for safeguarding the company’s material and immaterial assets provided to them by C.I.P. Srl and must use them:

With the utmost care and in an appropriate manner, also to avoid damage to things or persons;
By avoiding, as much as possible, waste, tampering, or misuse that could compromise their efficiency or accelerate their normal deterioration;
Exclusively for purposes related to and instrumental to their work activity;
By absolutely avoiding – unless required by specific legal or regulatory requirements – the use or transfer of such assets to third parties, even temporarily.

Similarly, IT equipment and applications must be used in compliance with the above, specifically:

By carefully following company security and confidentiality policies;
By absolutely avoiding the acquisition, use, or transmission of information and content not related to the work activity, especially if massive;
By not altering the hardware and software configurations provided by C.I.P. SRL.

In compliance with applicable laws, C.I.P. Srl conducts checks and implements measures to prevent behaviors that do not align with the above.

All employees must also act to reduce the risk of theft, damage, or other external threats to the resources assigned or present at the company’s premises.

In light of the above, each employee or collaborator is prohibited from:

Engage in, cooperate with, or cause behaviors that could compromise the protection of the integrity, availability, and confidentiality of automated information and resources used to acquire, store, process, and communicate such information;
Install software on the company’s network that could prevent, interrupt, or damage the company’s electronic communications or the entire computer system;
Forge public or private electronic documents in form or content. Any use of forged electronic documents is also prohibited, as is the deletion, destruction, or concealment of genuine documents;
Access, without authorization, a computer or telematic system protected by security measures, or remain in the system against the express or tacit will of the system owner;
Illegally obtain, reproduce, distribute, deliver, or communicate access codes, passwords, or other means of access to a protected computer or telematic system, or provide directions or instructions to this effect;
Procure, produce, distribute, deliver, or otherwise provide the company or third parties with devices, equipment, or programs intended to damage another computer or telematic system, the information contained within it, or alter its operation in any way;
Intercept, prevent, or disrupt communications related to one or more computer or telematic systems. It is also prohibited to disclose, even partially, to third parties the content of intercepted information;
Install equipment to prevent, intercept, or disrupt such communications.
Destroy, damage, delete, alter, or suppress computer or telematic systems, and information, data, or programs contained within them, whether private or used by the state, another public entity, or of public utility.

7.9 Environment

C.I.P. Srl is committed to ensuring that its business objectives do not have an environmental impact and are aligned with environmental protection principles.

The company operates to preserve and protect the environment in compliance with national, community, and international environmental regulations, as well as any other provisions, protocols, and procedures that the company may adopt.

For this purpose, the company is committed to assessing and managing environmental risks related to all aspects of its activities, promptly addressing conditions that threaten the environment, and conducting periodic checks. Employees and collaborators are also committed to adhering to the legal requirements and any practices and procedures adopted by the company.

7.10 Health and Safety in the Workplace

C.I.P. Srl, aware of the importance of ensuring the best health and safety conditions in the workplace, is committed to promoting and disseminating responsible behaviors among its employees, taking the necessary preventive actions to safeguard the health, safety, and well-being of all staff and third parties who frequent its premises. The culture of health and safety is systematically spread through training and communication sessions and is realized through continuous updates of methods and systems, based on the best available technologies, by carrying out an analytical evaluation of risks, process criticalities, and resources to protect.

8 | Gifts, Benefits, or Promises of Favors

The promise of favors, benefits, or gifts often represents one of the ways in which a “tainted” relationship between economic operators and entities is realized. Although there have been frequent interventions regarding gifts to establish an economic limit beyond which it constitutes an “improper act,” C.I.P. Srl prefers to avoid benefits or promises of favors, except for ritual corporate marketing items, particularly during holidays.

Therefore, gifts of modest value are allowed, provided they display the registered logo and brand of C.I.P. Srl.

8.1 General Principles

Gifts or invitations to events, shows, etc., are often part of the way business negotiations are conducted and are socially acceptable in many cultures.

In most cases, they serve as a means to create goodwill and establish a trusting relationship in business dealings.

All employees and collaborators of C.I.P. Srl must ensure that the practices underlying invitations and gifts, in general, are consistent with the company’s policies and with local laws and regulations.

They must also ensure that such “courtesies” are never given or received to gain or offer undue advantage, are of modest value, are always in the form of tangible goods, and are occasional for those giving or receiving them.

8.1 Specific Principles

During business negotiations or commercial relationships with both the Public Administration and clients and suppliers, the following are prohibited:

Examining, proposing, or offering employment or business opportunities that may personally benefit employees of the Public Administration or clients/suppliers;
Offering, in any way, even through an intermediary, gifts, donations, benefits, direct or indirect advantages, goods, services, or favors not owed or that go beyond ordinary courtesy relations;
Soliciting or obtaining confidential information that may compromise the integrity or reputation of either party, or provide significant direct or indirect benefits to oneself or to C.I.P. Srl;
Taking actions aimed at improperly influencing the counterpart’s decisions;
Receiving gifts or favorable treatments from representatives of the Public Administration, Clients, or Suppliers that exceed ordinary courtesy relations.

It is clarified that a gift refers to any personal compensation or benefit related to the management of business activities, including the assumption of taxes, payment of amounts, gifts, free participation in conferences, offers of entertainment, promises of job offers, and any personal favor with a value greater than nominal.

In relations with the Public Administration, an illicit act could be construed even if the benefit provided to the public official was not intended to influence a decision in violation of the law.

Accepting gifts personally may signify the definitive and irreversible breakdown of trust in the relationship for the company, the employee, and the third party involved. Therefore, employees are allowed to accept, even personally, only small gadgets in compliance with company procedures. Gifts received by employees and collaborators of C.I.P. SRL that are not included in the permitted cases must be refused.

9 | Sponsorships

C.I.P. Srl can adhere to sponsorship requests that may relate to social issues, the environment, sports, and entertainment.

However, C.I.P. Srl is aware that sometimes donations and sponsorships, although entirely legitimate, run the risk of creating the appearance of an attempt at bribery. Therefore, before making any donation or sponsorship to third parties, it is necessary and appropriate to obtain the proper authorizations.

C.I.P. Srl also believes that all activities carried out by the recipients of this Code must be conducted with the utmost fairness, commitment, and professionalism in order to protect the company’s prestige and reputation.

10 | Use and Disclosure of Information

C.I.P. Srl considers the dissemination of correct, complete, and truthful information about all business matters and the maintenance of the necessary confidentiality of such information, where needed, as a prerequisite to creating and maintaining a relationship of transparency and trust with its stakeholders and clients.

Consequently, in managing information, employees and collaborators must:

Carefully and confidentially store all business information of any type learned in the course of their duties;
Request consent for the processing of personal data, for the purposes communicated.

Regarding information in general, employees and collaborators must:

Avoid the improper or instrumental use of confidential information in their possession, nor use it to their own advantage and/or that of their family members, acquaintances, or third parties in general;
Protect it from unauthorized third-party access and prevent its dissemination unless specifically authorized by the Responsible Party;
Not seek, or attempt to obtain from others, information not related to their area of competence or functions;
Classify and organize it in a way that allows authorized persons to easily access it and obtain a complete overview.

Employees not expressly authorized, in the forms and terms established by Legislative Decree No. 196 of 2003 and subsequent amendments, concerning the protection of individuals and personal data, are prohibited from knowing, recording, processing, or disclosing the personal data of other employees or third parties.

11 | Conflict of Interests

C.I.P. Srl is committed to implementing appropriate measures to avoid situations where individuals involved in transactions or in the negotiation and signing of agreements and contracts are, or could even appear to be, in a conflict of interest.

The administrators and employees of C.I.P. Srl are required to refrain from actions that may create conflicts of interest, either for themselves or for third parties, particularly those arising from conflicts between personal and family economic activities and the duties they hold within the company structure and/or governing body, or simply those that may impair the ability to fulfill the functions and responsibilities within the organization with due diligence.

The following situations are also considered as potential conflicts of interest:

The use of one’s corporate position or the information and/or opportunities acquired during one’s role, to the benefit of oneself or third parties;
Situations where relatives or in-laws within the 2nd degree or cohabitants have economic and financial interests (owners or shareholders) with suppliers, clients, competitors, third-party contractors, parent or subsidiary companies, or hold corporate roles in administration, control, or management positions within these entities.

12 | Person Responsible for Implementing the Code and Information Obligations

The tasks of monitoring and controlling the application of the rules in this Ethical Code are entrusted to the sole director of the company.

The person responsible for overseeing the application of the Ethical Code must:

Verify the application and compliance with the Ethical Code through an analysis and evaluation of the “ethical” risk control processes;
Monitor initiatives to spread knowledge and understanding of the Ethical Code, particularly ensuring the development of communication activities and “ethical training,” and analyzing proposals for revisions to company policies and procedures that impact corporate ethics;
Receive, analyze, and evaluate reports of violations of conduct rules;
Propose changes and/or additions to the Ethical Code itself;
Inform third parties with whom they come into contact during their work activities about the existence of the Ethical Code and the commitments and obligations it imposes on external parties;
Ensure compliance with obligations concerning their area of responsibility;
Take the most appropriate actions, within their competencies, if third parties refuse to comply with the provisions of the Code.

13 | Sanctioning System

From the premises of this Ethical Code, it is clear that there is a strong emphasis on the precise and punctual respect for all legal norms by every employee in the performance of their work. The respect for the Ethical Code, however, should arise not just from an obligation imposed by C.I.P. Srl towards its employees and collaborators, but from their shared commitment to the fundamental values outlined within it.

This does not, however, exclude the right/duty of C.I.P. Srl to monitor compliance with the Ethical Code, taking all necessary or appropriate preventive and control actions deemed necessary for this purpose.

Compliance with the rules of the Ethical Code is to be considered an essential element of the contractual obligations of employees in accordance with and for the purposes of Article 2104 of the Civil Code.

Violation of the rules of the Ethical Code constitutes a failure to fulfill the primary obligations of the employment relationship or a disciplinary offense, in accordance with Article 2103 of the Civil Code and the procedures set forth in Article 7 of the Workers’ Statute (Law No. 300 of May 20, 1970), with all legal consequences in relation to the maintenance of employment and potential compensation for resulting damages.

Compliance with the Code is also considered an integral part of the contractual obligations assumed by collaborators and/or individuals with business relationships with the company.

Violation of these norms may constitute a failure to fulfill contractual obligations, with all legal consequences, including the resolution of the contract and/or assignment, and may lead to compensation for the damages arising from it.

Therefore, in the case of proven violations, C.I.P. Srl will intervene by applying the measures set out in the sanctioning system. These measures will be proportional to the severity of the infringements committed. If the violations constitute breaches not only of the Ethical Code but also of contractual and legal norms, the sanctions provided by the relevant regulations will apply.

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6.1 Relations with Public Administration

6.1 Use of Consulting Firms and External Professionals

6.2.1 Partnership

6.2.2 Correspondents

6.3 Client Relations

6.4 Relations with Personnel

6.4.1 Personnel Management

6.4.2 Personnel Selection

6.4.3 Integrity and Protection of the Individual

6.4.3 Integrity and Protection of the Individual

6.4.4 Employee Documentation

6.4.5 Enhancement and Training of Resources

6.4.6 Duties of Employees

6.5 Relations with Institutions and Associations

6.6 Relations with Political Parties

7.1 Bribery, Direct or Indirect

7.2 Forgery of Banknotes, Coins, Public Credit Cards, Revenue Stamps, and Watermarked Paper

7.3 Corporate Crimes

7.3.1 Communications to External Parties

7.3.2 Capital Transactions

7.3.3 Authorization and Documentation of Transactions

7.3.4 Fictitious Transactions

7.4 Possession of Pornographic Material

7.5 Relations with the Judicial Authority

7.6 Management of Money, Assets, and Other Benefits

7.7 Associative Crimes

7.8 Computer Crimes

7.9 Environment

7.10 Health and Safety in the Workplace

8.1 General Principles

8.1 Specific Principles

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We value clarity in every action and decision.
We ensure a constant commitment to integrity and reliability.