ORGANISATIONAL, MANAGEMENT AND CONTROL MODEL ADOPTED BY THE BOARD OF DIRECTORS PURSUANT TO LEGISLATIVE DECREE 8 JUNE 2001, NO. 231
- INTRODUCTION
Galbusera S.p.A. (“Galbusera” or the “Company”), in carrying out its activities and conducting its business, adopts as its guiding principles full compliance with the law and with the regulations in force in the countries in which it operates, as well as adherence to internal rules, within a framework of legality, integrity, transparency and respect for human dignity.
Galbusera seeks to reconcile market competitiveness with compliance with competition laws and, with a view to social responsibility and environmental protection, promotes the correct and responsible use of resources.
Objectives relating to production growth, market share expansion and strengthening the Company’s value-creation capacity are pursued by ensuring organisational structures and processes that meet adequate standards of operational and decision-making security; such standards underpin the development of new business initiatives, the efficiency of selection and business-management processes, and the quality of risk-management and risk-measurement systems.
By resolution of its Board of Directors dated 26 March 2012, Galbusera adopted this Code of Ethics (the “Code”), subsequently updated and approved in 2015, 2017 and 2021, with the aim of clearly and transparently defining the values that guide its activities.
This Code sets out the ethical principles, corporate values and behavioural rules that Directors, Statutory Auditors, employees, consultants, contractors, agents, suppliers and all persons acting in the name and/or on behalf of the Company (the “Recipients”) are required to know and observe.
The principles and provisions contained herein embody the ethical principles and fundamental values of the Company, which qualify work performance and govern behaviour within the workplace and in dealings with the community.
The importance of the Code is reinforced by the system of liability of entities resulting from the commission of the offences and administrative violations contemplated by Legislative Decree 8 June 2001, No. 231 (“Decree 231”).
- ETHICAL PRINCIPLES AND CORE VALUES
2.1 Legality
Compliance with all applicable laws and regulations is a fundamental principle of Galbusera’s organisational structure and operations. Recipients must observe the rules of the legal systems (domestic as well as, where applicable, supranational or foreign) in which they operate, and must in all cases refrain from violating laws or regulations.
Each Recipient undertakes to acquire an adequate understanding of the legal provisions and regulations applicable to their functions, and to comply with the principles contained therein. Conduct in breach of such principles will not be tolerated; lack of knowledge of the law shall not constitute a justification.
The Company will not establish or continue any relationship with those who do not intend to align themselves with this principle.
2.2 Integrity
In dealings with third parties, the Company acts fairly and transparently, avoiding misleading information and any conduct aimed at taking undue advantage of another party’s weakness or lack of knowledge.
Recipients must therefore act with moral integrity, transparency, honesty and good faith.
Galbusera prohibits any conduct intended to commit criminal offences and expressly forbids any form of agreement—whether with persons employed by the Company or with third parties—aimed at pursuing unlawful objectives, as well as any attempt to improperly influence statements made to judicial authorities.
All forms of corruption are strictly forbidden. Commissions, gifts and personal favours may be offered or accepted only in strict compliance with corporate behavioural principles. Galbusera actively promotes the highest standards of transparency and accountability in its operations.
2.3 Dignity and Equality
The Company respects fundamental human rights, safeguards moral integrity and ensures equal opportunities.
No discriminatory conduct is permitted—whether internally or externally—on grounds of political or trade-union opinions, religion, race, nationality, age, sex, sexual orientation, state of health or any other intrinsic personal characteristic.
These principles translate into the refusal to enter into dealings or grant assignments that offend or run counter to principles underlying respect for human dignity. The Company will not cooperate with those who violate such principles, particularly in relation to child labour and the protection of essential workers’ rights.
The Company also undertakes to maintain the confidentiality of information concerning the private life and personal opinions of its employees and all those with whom it interacts.
2.4 Professionalism and Spirit of Cooperation
Each Recipient performs their duties with the professionalism required by the nature of their role, applying maximum diligence in the pursuit of assigned objectives and assuming responsibilities consistent with their functions.
Recipients must carry out the necessary research and training activities, and participate in the training programmes organised by the Company. Cooperation among all persons involved in any given project or production process is an essential principle for Galbusera.
The quality and efficiency of the Company’s organisation and its reputation are significantly influenced by the conduct of each Recipient, who must therefore contribute to safeguarding such values.
2.5 Transparency
All actions and interactions with third parties must ensure fairness, completeness, uniformity, transparency and timely access to information, allowing third parties to make informed decisions.
2.6 Traceability
All primary operations must be supported by adequate documentation in order to ensure traceability of the reasons underlying each decision, and the characteristics of each transaction during authorisation, execution, recording and verification.
2.7 Protection of Privacy and Confidential Information
All information obtained by Recipients in connection with their employment or collaboration with Galbusera is the property of the Company.
The Company ensures confidentiality in accordance with applicable law. Confidential data may not be used for purposes other than those for which it was communicated, unless expressly authorised, and always in full compliance with privacy legislation and internal regulations.
Adequate security measures must be adopted to protect information and data stored on IT systems.
2.8 Conflicts of Interest
Recipients must avoid situations where personal interests may conflict with those of the Company.
Conflicts of interest include, inter alia:
- using one’s position to pursue interests conflicting with those of the Company;
- using information acquired in the course of work to benefit oneself or third parties to the detriment of the Company;
- accepting positions or performing work of any kind for clients, suppliers, competitors or third parties where this conflicts—openly or covertly—with the interests of Galbusera.
Any situation that may give rise to a conflict of interest, or impair a Recipient’s ability to act in the Company’s best interests, must be promptly disclosed to their superior or contact person, who will inform the Supervisory Body. They will jointly assess the existence of a conflict and determine whether the Recipient must abstain from any related activity or whether the situation may be permitted subject to adequate safeguards.
Recipients must comply with the Company’s decisions in this regard.
2.9 Safeguarding Quality, the Environment, and the Health and Safety of Workers
Galbusera pursues its business objectives by adopting management systems and organisational models aimed at preventing, mitigating and controlling internal and external risks that could compromise the quality of products, environmental protection, and the health and safety of workers.
The Company is committed to:
- ensuring full compliance with applicable health, safety and environmental legislation;
- monitoring and continuously improving internal processes, equipment, and technologies;
- implementing prevention, protection and control measures;
- promoting training, information and awareness-raising activities for personnel;
- ensuring that workplace conditions meet appropriate standards of hygiene, safety, and ergonomics;
- minimising environmental impacts arising from its activities.
The Company prohibits behaviour that may cause damage to the environment, create dangerous situations or violate health and safety regulations.
Recipients must strictly comply with internal procedures relating to quality, environmental protection and occupational health and safety, and must promptly report any deficiencies or anomalies.
2.10 Transparency and Accuracy of Corporate Information
Galbusera ensures that its corporate communications—both internal and external—are truthful, accurate, complete, transparent and compliant with applicable laws and regulations.
The Company prohibits the creation, alteration or omission of information in any way that may lead to misleading corporate communications.
All Recipients involved in preparing corporate documents (financial statements, reports, communications and any records required by law) must ensure the accuracy and completeness of the information provided.
No conduct that may compromise the integrity or reliability of accounting and administrative records is tolerated.
- RULES OF CONDUCT
3.1 Relations with Shareholders and Corporate Governance
The Company ensures transparency, fairness and cooperation in its relations with shareholders.
Galbusera adopts a corporate governance system aligned with the principles of good governance, internal control, transparency and balanced management.
Recipients must comply with company procedures relating to corporate governance and must refrain from any conduct that may hinder the proper functioning of corporate bodies.
3.2 Relations with Employees
The Company recognises the central role of human resources and promotes respectful, cooperative and non-discriminatory working environments.
Galbusera guarantees compliance with labour laws, employment contracts and obligations regarding occupational health and safety.
The Company prohibits all forms of discrimination, harassment or mobbing, and promotes equal opportunities for professional growth.
It also ensures the confidentiality of employees’ personal data in accordance with applicable legislation.
Recipients must maintain professional and respectful behaviour and comply with internal rules relating to workplace safety, correct use of equipment, protection of company assets and confidentiality.
3.3 Relations with Customers
Relations with customers must be marked by professionalism, integrity and transparency.
Galbusera ensures that customers receive complete, truthful and clear information regarding products, processes, and commercial terms.
Marketing and commercial practices must be fair and must not mislead customers.
The Company is committed to providing high-quality products that comply with all applicable legal requirements.
3.4 Relations with Suppliers and Contractors
Suppliers and contractors are selected based on objective, transparent and verifiable criteria, including competence, reputation, quality, price and ability to comply with ethical, legal and environmental standards.
Bribery, unlawful favours, collusive arrangements or any conduct aimed at influencing the selection process are strictly prohibited.
Recipients must act with fairness and diligence in managing relationships with suppliers, ensuring compliance with contractual obligations and monitoring adherence to ethical standards.
3.5 Relations with Public Authorities
Relations with public institutions and authorities must be conducted with integrity, transparency and professionalism.
No Recipient may offer or promise money, gifts or other benefits to public officials or persons performing public functions in order to obtain favourable decisions.
Interactions with public institutions must be managed exclusively through authorised representatives.
The Company cooperates fully and transparently with supervisory authorities, judicial authorities and other public bodies.
3.6 Relations with Political and Trade Union Organisations
Galbusera maintains a stance of neutrality with respect to political parties and trade-union organisations.
The Company does not finance political parties, movements, committees, candidates or trade unions.
Recipients may engage in political activities only in a personal capacity and outside working hours, provided that such activities do not interfere with their professional responsibilities and do not give rise to conflicts of interest.
3.7 Relations with the Community
Galbusera promotes initiatives aimed at supporting the community and local development, in line with the principles of social responsibility.
Charitable donations, sponsorships and contributions to non-profit organisations are permitted only when aligned with the Company’s values and approved according to internal procedures.
- PROTECTION OF COMPANY ASSETS
4.1 Use of Company Assets
Recipients must safeguard company assets and ensure that they are used appropriately, lawfully and exclusively for business purposes.
Use of company property for personal reasons is prohibited unless expressly authorised.
Recipients must behave responsibly to avoid losses, damage, theft or improper use of assets.
4.2 Protection of Intellectual Property
Galbusera protects its intellectual property rights, including trademarks, patents, designs, copyrights and trade secrets.
Recipients must not disclose, reproduce or use intellectual property for purposes unrelated to company business.
Any unauthorised use or infringement must be promptly reported.
4.3 IT Systems and Cybersecurity
Use of IT systems, equipment and networks must be compliant with internal policies and security procedures.
Recipients must not engage in activities that may compromise the integrity, confidentiality or availability of IT systems, such as:
• installing unauthorised software;
• accessing restricted areas of the network;
• spreading malware or harmful content;
• using systems for unlawful or inappropriate purposes.
Access credentials must be kept confidential and may not be shared.
- IMPLEMENTATION AND CONTROL
5.1 Supervisory Body
Galbusera has established a Supervisory Body (“Organismo di Vigilanza”) with autonomous powers of initiative and control, responsible for monitoring the effectiveness, observance and updating of the Code and the Organisational Model adopted pursuant to Decree 231.
Recipients must cooperate with the Supervisory Body, providing truthful, complete and timely information.
Any attempt to hinder or obstruct its activities is prohibited.
5.2 Reporting Violations (“Whistleblowing”)
Recipients who become aware of conduct that may constitute a violation of the Code or of the Organisational Model must promptly report it through the designated channels.
Reports will be handled confidentially and in compliance with applicable whistleblowing legislation.
The Company prohibits any form of retaliation or discrimination against those who make reports in good faith.
5.3 Disciplinary Measures
Non-compliance with the provisions of the Code constitutes a breach of contractual obligations and may result in disciplinary action, proportionate to the seriousness of the violation.
Disciplinary measures may include written warnings, suspension, dismissal, termination of contracts with third parties, and claims for damages.
5.4 Adoption and Amendments
This Code of Ethics is approved by the Board of Directors.
Any amendments or updates will be adopted through specific resolutions of the Board and promptly made available to Recipients.