Code of ethics

1      Introduction
2      Recipients
3      General Principles
3.1      Compliance with laws and regulations in the countries in which SABO S.p.a operates
3.2      Model and rules of behavior
4      Internal Policies
4.1      Human resources
4.2      Personnel selection
4.3      Staff evaluation
4.4      Harassing behavior in the workplace
4.5      Security
4.6      Environmental
4.7      Protection of the individual personality
4.8      Anti-money laundering
5      Duties of Human Resources
5.1      Conflict of interest
5.2      Use and protection of Company assets
5.3      Copyright protection
5.4      Information management
5.5      Abuse of alcohol and drugs
5.6      Presents, gratuities, benefits
5.7      Finance and accounting
6      Rules of conduct with others Interlocutors
6.1      Protection of competition
6.2      Relationship with customers
6.3      Relationship with collaborators, consultants and suppliers
6.4      Relations with public institutions
7      Indication of the Methods of Implementation and Control
7.1      Dissemination and updating
7.2      Disciplinary system

1. Introduction

SABO S.p.a. is constantly committed to combining product quality and process efficiency with respect for all legal and voluntary standards, the protection of safety and respect for the environment. At the same time, at SABO S.p.a. we are strongly convinced that the Company’s success must include adequate promotion of shared ethical values and the Company’s social responsibility. That is why it is necessary for the whole business (both internal to the Company with regard to the relations among employees, consultants and shareholders, and external, in particular with regard to clients, suppliers, contractors, associations, banks, social partners, trade unions and institutions) to be based on respect for the principles of honesty, decency, transparency, participation, reliability, confidentiality, loyalty, cooperation, mutual respect, non-discrimination, equal opportunities and responsibility. Therefore, with this Code SABO S.p.a. intends to identify and define a series of useful policies and references for all those who operate in the interest of the Company or who have either commercial or professional relations with the Company, so that ensure they act in complete respect of the above mentioned principles. These are general policies, which are integrated with the more specific provisions contained in policies already adopted by the Company regarding particularly important matters. The Board of Directors of SABO S.p.a. deemed it appropriate to adopt this Code of Ethics, which is to be considered an integral part of the contractual obligations assumed by the recipients of this document. The Code of Ethics is proposed as a reference behavioral model for all those who work for SABO S.p.a., required to adapt their behavior to the principles of loyalty and honesty already shared by the Company.

2. Recipients

This Code is addressed to all those who work for SABO S.p.a. in any capacity, as well as to those who have contractual, commercial and professional relations with the Company. In particular, directors, employees and, more in general, all Company collaborators, whether consultants, professionals or external collaborators, shall be bound by the Code. Those who act in the interest of the Company in any capacity and under agreement, both with or without representation, are also bound to comply with the principles set out in this Code. SABO S.p.a. will ensure that the here-indicated principles are also accepted by suppliers, contractors and any subcontractors, obviously in compliance with the relative areas of expertise and without direct interference in the Company organisational choices of such parties.

3. General Principles

SABO Spa operates in full compliance with the laws and regulations in force in the countries in which it operates, in accordance with the principles set out in the Code of Ethics and Company procedures. The Recipients of this Code are therefore required, within the scope of their respective competences, to know and observe the laws and regulations in force. The relations with the Authorities of those who work for the Company must be based on the utmost fairness, transparency and collaboration, in full compliance with the laws and regulations and their institutional functions.

Any work for the Company must be carried out with professional commitment, moral rigor and managerial correctness, in order to protect the image of the Company. The behaviour and relationships of those who operate in the interests of the Company, both from the inside and from the outside, must be inspired by transparency, fairness and mutual respect. In this context, the Function Managers must first set an example for all human resources with their work, complying, in the performance of their functions, with the inspiring principles of the Code of Ethics, Company procedures and regulations, ensuring that they are spread among employees and urging them to submit requests for clarifications or update proposals, if needed.

4. Internal Policies

Human resources are a factor of fundamental importance for the development of the Company. The management of human resources is based on respect for the personality and professionalism of each person. It is the duty of the Company to promote and develop the attitudes and work skills of employees. The Company is aware that the high professionalism achieved by its employees and their dedication to the Company are essential and decisive factors for the pursuit of its objectives.

Personnel are assumed only on the basis of regular employment contracts, fully compliant with current legislation on the subject, as no form of irregular work is tolerated. The Company also undertakes to respect and ensure compliance by its suppliers with current work legislation, with particular attention to child and women’s labor.
Therefore, the Company does not use low-cost labor by exploiting the work of immigrants in violation of work rights provided for by current legislation and human rights. The Company condemns any conduct aimed at the illegal entry of a foreigner into the territory of the Italian State or into another State of which the person is not a citizen or does not have the right to permanent residence, in order to make an indirect profit. SABO S.p.a. also gives primary importance to the protection of minors and condemns all forms of exploitation. The Company is compliant with labour laws which provides for a minimum working age of 18. The information requested is strictly connected to the verification of the aspects envisaged by the professional and psycho-aptitude profile, with respect for the private life and the opinions of the candidate. Finally, the Company rejects any form of favoritism, nepotism or clientelism not only in selection processes, but also in the professional growth and career management of its personnel.

The Company is committed to training all personnel and to encouraging their participation in refresher courses and training programs so that employees’ abilities and aspirations are connected with the realization of corporate objectives. The professional growth of each individual must be encouraged by means of plans and tools that are coherent and adequate to the Company needs. Management career evaluation processes must be based on objective standards. Decision-making processes must be documented. Appropriate consideration must be given to staff complying with the provisions of this Code, which is also a requirement for the use of the incentive and career progression systems provided for in the contractual regulations in order to strengthen motivation, reward fairly and encourage the achievement of outstanding results. For no reason shall recruitment, professional growth and career management take place in violation of the principles of conduct towards the Public Administration set out in this document.

The Company requires that no harassment shall be given as such in internal and external labour relations:

• the creation of an intimidating, hostile or isolating work environment towards individuals or groups of workers;
• unjustified interference with the performance of other people’s work;
• the obstacle to the individual job prospects of others for mere reasons of personal competitiveness. More generally, SABO S.p.a. considers diversity a reference value.

Relations between employees must be based on utmost honesty, respecting roles, functions and Company hierarchy, with all workers recognised as having equal dignity, with no distinction based on religion, race, language, gender, disability, age, sexual orientation, trade union affiliation, political affiliation or personal beliefs. SABO S.p.a. is also committed to oppose all forms and expressions of racism and xenophobia. SABO S.p.a. therefore repudiates any action that may involve the propaganda of ideas based on racial or ethnic superiority or hatred and the commission of acts of discrimination and violence, or even incitement to such acts, for racial, ethnic, national or religious reason.

The Company recognizes the health and safety of workers and the protection of the environment as primary objectives, which are maintained with a company policy aimed at making the necessary investments on a daily basis. All employees are required, as part of their duties, to participate in the process of preventing risks and protecting their own health and safety and that of colleagues and third parties. The Company undertakes to spread and consolidate the culture of safety, with an adequate Company policy, promoting responsible behavior by all. The Company activities are managed in full compliance with current regulations on accident prevention and protection and safety (Consolidated Law on health and safety in the workplace – Legislative Decree 81/2008).

SABO S.p.a. considers it essential to ensure that Company plants meet the criteria of the highest possible technological of safety, not only to protect its workers, but also the environment and the surrounding areas. The Company does not limit itself only to doing what is strictly necessary to comply with legal obligations but also faces the most sensitive and vulnerable areas with the willingness of innovating and finding solutions that are increasingly environment-friendly. In this regard, the Company is committed to participating actively in environmental protection, through the responsible management of its industrial plants and by giving preference to productive solutions which produce the lowest environmental impact with the same result, as well as through its commitment to developing increasingly eco-sustainable and natural chemical products. In this context, SABO S.p.a. takes the utmost care to reduce the natural impact of production waste disposal, as well as to evaluate the eco-sustainability of raw materials, productive processes and products. More in general, SABO S.p.a. is committed to raising awareness of the Recipients of the attention and respect for the environment.

The Company condemns every criminal behavior towards individuals. The Company’s primary value is the protection of individual freedom and personality. The Company, therefore, rejects any activity that could lead to any possible abuse or reduction into a state of submission of the person.

The Company and all Recipients do not carry out money laundering operations deriving from criminal or illegal activities. The Company always applies anti-money laundering regulations in any jurisdiction in which it operates.

5. Duties of Human Resources

A conflict of interests is any situation in which the adopted decision leads to a personal advantage, whether direct or indirect, that has no relevance with the work appointed by SABO S.p.a. If the employee or, in any case, a party operating on behalf of SABO S.p.a. believes to be in a situation of conflict of interests (even only potential) regarding the selection and conducting of commercial negotiations with reference to a collaborator, consultant or supplier, the employee must immediately report this to his or her manager. Specifically, the employees must inform their manager of any personal interests which could compromise their capacity to make impartial decisions in their area of responsibility. The selection of suppliers and commercial negotiations must be carried out in compliance with criteria of legality, opportunity, efficiency and cost-efficiency. Those who operate on behalf of SABO S.p.a. must not entertain commercial relations on behalf of the Company with family members or companies in any way connected to their family members or in their own interest, unless SABO S.p.a. has been previously informed and has given explicit consent in writing.

Company assets are essential to foster innovation and excellence of the products and services offered. Each Recipient is responsible for the protection and conservation of Company assets, both tangible and intangible, assigned to them in order to fulfill their functions, as well as their use in accordance with company policies. In particular, each Recipient shall avoid improper use of company assets that may cause damage or reduction of efficiency, or in any case in conflict with the interests of the company. Workers may not use their own tools for work purposes. Recipients must not use Company information systems or social networks in violation of the laws in force that may represent an offense to people’s freedom, integrity and dignity or that may lead to damage other people’s technology system. SABO S.p.a. promotes the culture of cybersecurity in Company and in the social context.

The Recipients of this document must:

• use only programs and / or software regularly purchased by the Company, in compliance with the license;
• ensure compliance with the internal, EU and international regulations for the protection of copyright;
• carry out an awareness raising activity among employees on the subject of computer piracy and its consequences.

Information is a fundamental part of SABO S.p.a.’s assets. Notwithstanding the provisions of the law and Company regulations regarding data processing, workers must not in any way distribute data and information which comes to their knowledge through their working activities. Specifically, workers must not use to their advantage, neither indirectly or through third parties, information, knowledge, data which have been acquired as a result of their work activities and that are not in the public domain. SABO S.p.a. is committed to fully considering its employees’ privacy, in compliance with the applicable legislation and Company regulations regarding data processing. In any case, the Company may access the Company intranet, the server and employee e-mailboxes, which are work tools assigned to employees to the exclusive purpose of their working function. Consequently, workers cannot rely on the complete confidentiality of personal data not regarding work that they have entered in the Company IT system. All information, data, documents and knowledge are processed exclusively by authorized staff members. If workers become aware of any omissions, falsifications, illicit accesses or document management negligence, they must immediately report it to their direct manager or to the Human Resources Department. Distributing data to the press of any type (for example, from financial statements, technical or commercial documents) relating to the Company is reserved for specifically authorised persons. No-one, if not duly authorised, may issue statements to the press on behalf of the Company in the event of occurrences which arouse the attention of public opinion.

Each employee is required by the Company to personally contribute to keeping the work environment respectful of the other people’s sensibility. It will therefore be considered as consciously assuming the risk of prejudice to an optimal environmental situation, in the course of work and in the workplace:

• working under the effects of the abuse of alcohol, drugs or substances with similar effects;
• consuming or disposing of drugs for any purpose.

States of chronic addiction to substances of this nature, when they affect the working environment, will – for contractual reasons – be equated to the previous cases. SABO S.p.a. is committed to promoting social actions in the subject of collective agreement.

In business dealings with stakeholders, gifts, gratuities, and other donations are forbidden unless they are of such a nature and value that they do not compromise the image of SABO S.p.a. and cannot be interpreted as aimed at obtaining favourable treatment that is not determined by market rules. In any case, any gifts and acts of courtesy must always be authorized and documented. More generally, employees are prohibited from offering or receiving money or other benefits to or from business partners – either current or potential – which could be interpreted as an attempt to influence business negotiations.

Any charitable donations and sponsorships are managed by specifically authorized people. Employee who receive gifts or special treatments over ordinary courtesy relations, must promptly inform the Company.

The Company sets as primary values the transparency and truthfulness of its accounting and guarantees that all actions implemented are authorised, verifiable, legitimate and consistent with each other. The Company ensures that financial and accounting decisions are made at an appropriate level of responsibility. Each operation is reflected in documents of support of the activity carried out, so that it is possible to record the accounts, reconstruct in detail and identify responsibility levels. The Company raises awareness among its employees, providing training/information in order to create efficient internal control. The irregular keeping of the accounting books is a violation of the law and a violation of this Code; workers are not allowed to carry out operations such as the recording of fictitious transactions, the recording of misleading or insufficiently documented transactions, the failure to record commitments, even only guarantee commitments, from which the Company may derive responsibility

6. Rules of Conduct with other Interlocutors

SABO S.p.a. is resolutely convinced of the importance of operating in free, competitive markets, which are the only ones which can effectively reward its constant commitment to innovation and added value formed by the professionalism of its collaborators. That is why the Company is committed to avoid unfair competition practices, in compliance with applicable laws. Being aware that competition regulations may vary from one State to another, SABO S.p.a. identifies the following principles for relations with its competitors: it will not draw up cartel agreements, nor will it agree to distribute market shares with its competitors; it will not share information regarding prices, sales conditions, profit margins or specific client details with its competitors; it will not agree with competitors to prevent collaborations with other companies or clients. Furthermore, SABO S.p.a. representatives must abstain from participating in discussions with competitors regarding prices, sales terms, boycotts or “black lists”. In the event that the meeting focuses on one of these matters, SABO S.p.a. must leave and immediately inform their Company contact.

SABO S.p.a. is committed to operating its business competently, professionally, correctly and impartially, in order to offer its clients products that correspond completely with their needs. Company employees may be required to participate in client meetings which deal with commercial matters or are connected with product development. In the event of suspicion that issues of dubious legality are being dealt with during such meetings, matters of doubtful legality are dealt with, employees must leave and immediately inform their Company contact. Employees may not receive gifts from clients – except those of a moderate value and attributable to normal courtesy relations or reimbursement of expenses, or from receiving or offering other types of favours. The Company recognises that the appreciation of product requirers is of primary importance to its business success. The Company therefore undertakes to:

• comply with internal procedures for the management of customer relations;
• provide, with efficiency and courtesy, within the limits of contractual provisions, high quality products that meet or exceed the reasonable expectations of the customer;
• provide accurate and exhaustive information about the products so that the customer can make informed decisions;
• be truthful in advertising or in performing communications.

The Company prohibits the Recipients in their relations with customers from engaging in corruption, favouritism, collusive behaviour, direct and/or indirect solicitation, including through promises of personal benefits.

Purchasing processes must be aimed at seeking the maximum competitive advantage for SABO S.p.a., recognition of equal opportunities for suppliers, loyalty and impartiality: the selection of suppliers and the determination of the purchase conditions are based on an objective evaluation of the quality and price of the good or service, as well as guarantees of assistance and timeliness. All recipients of the rules in this code must not have preferences towards a certain supplier to the detriment of others and their actions must aim to pursue SABO’s interest, in compliance with the general principles and previsions in this Code of Ethics. All goods and services purchased on behalf of SABO S.p.a. must be bought transparently and in compliance with Company rules. Payments, commissions and expense reimbursements issued to consultants and collaborators must be of a reasonable amount and always justified on the basis of work actually performed. It is forbidden for anyone acting in the name and on behalf of SABO S.p.a. to pay or even just agree on compensation – in any qualified way – that may be considered illicit or just inappropriate based on the standards applicable to that particular relationship. Anyone acting on behalf of SABO S.p.a. must not make agreements with parties such as collaborators, consultants, suppliers or other appointed parties, for example sponsors, brokers, agents, or intermediaries, in order to directly transfer payments to third parties, including public officials and clients’ or competitors’ employees.

The Company commit to refrain from collaborating with parties who don’t respect this Code and it undertakes to take all measures, including the termination of the contract, if suppliers violate the rules of this code.

The Company pays particular attention to its established relations with representatives of public institutions, trade unions, officials and bodies of the Public Administration and undertakes to ensure that such relations are based on principles of correctness and loyalty, so as not to compromise the integrity of both parties. In relations with the Public Administration people must guarantee maximum transparency and traceability of relevant information. The following applies to representatives of the Public Administration: whoever operates on behalf of SABO S.p.a. must not offer, promise or cause any improper advantage (whether economic or other), either directly or through intermediaries. No one, unless duly authorized, must use the Company name in contacts with public administration, political parties and trade unions. Notwithstanding the guarantees regarding trade-union activities, all workers participating in political activities (supporting, for example, a party and/or candidate) do so on a personal basis, in their own time and at their own expense. SABO S.p.a. will not provide (directly or indirectly) contributions to political parties, movements, organizations and committees, reserving the right to evaluate, on a case-by case basis, support to associations, organizations, committees, demonstrations, cultural or sports activities and, more in general, social development bodies. Commitments with the Public Administration can only be made by authorized persons. In contracts with the Public Administration, the Company must avoid any action capable to damage the autonomy of the representatives of the Public Administration and / or their impartiality of judgment. The person representing the Company must be not in conflict of interest with the Public Administration.

7. Indication of the Methods of Implementation and Control

The Company is committed to Inform the Recipients of this Code and to implement all measures to facilitate its application. Furthermore, the Company will make available to each interested party the necessary tools to clarify the application of this rules, through the possibility of contacting the department manager; The verification of the actual application is responsibility of the department manager who may make proposals for integration or modification of the contents of the Code. The task of updating the Code in order to adapt it to any new regulations is the responsibility of the Board of Directors, also on the basis of any corrective or improvement measures proposed.

SABO S.p.a. will provide adequate measures so that all Recipients are completely aware of this Code and will verify its effective compliance. In general, each Recipient is responsible for its application. Should the Recipient verify the violation by employees, customers, suppliers, collaborators and consultants, he or she shall notify the department manager or, in any case, the Human Resources Office. No disciplinary initiative will go ahead against employees who will report in good faith violations of this Code by employees, clients, suppliers, collaborators and consultants they are indeed are guaranteed (in terms of absolute confidentiality) with regard to any recriminating initiatives implemented against them within the Company. The Company is committed to guaranteeing anonymity to those who request it at the time of reporting a violation. In the event of a violation, SABO S.p.a. will take all measures in order to restore the correct execution of Company work, reserving the right to adopt adequate sanctions against the violators. A violation of the Code constitutes, to all effects, a form of breach of contract and can result in related disciplinary sanctions, as well as any compensatory consequences and, in certain conditions, contract termination being adopted against the violator. In the event of violations committed by employees, SABO S.p.a. may adopt disciplinary measures in proportion to the seriousness of the violation. In the event of doubts regarding the applicability and interpretation of the provisions contained in this Code, SABO S.p.a. employees may contact the Human Resources office.

Last update: September 2020