Code of conduct

Code of conduct

1. PREMISES

PluSure assures the adoption of the following Code of Conduct, adapting to the latest standard of corporate governance (c.d. Corporate Governance), adjusting according to the principles of the Global Compact supported by the United Nations, with the aim of ratifying the ethical and transparency principles which PluSure wants to purse, in order to conciliate the research of competitively with the necessity of a fair competition.
With the Code of Conduct, PluSure is formally willing to adopt the principles of legitimacy, congruity, transparency and verifiability, on which to build its management, with the aim of defining the importance of company’s reputation, and the attitude of being publicly recognized as responsible, reliable and fair company.
Indeed, a good result of the entrepreneurial activity of a company is strictly correlated to the good relationship that the company has with the shareholders and with the economical environment in general. Therefore, it gains a fundamental role in transparency policy and fair behavior in business activities execution, as well as correct behavior in third parties informative relations.

To confirm the importance that PluSure gives to the Code of Conduct, the responsibility of its deployment directly affects the highest level of the company, hence is managed by the President of the Board.

2. INTRODUCTION

2.1. Company presentation

Founded in 2007, PluSure has progressively increased its presence on PLM strategic projects, especially within the manufacturing field. It became one of the leaders among the Italian service providers of Siemens Industry Software, with consultants specialized on Siemens Teamcenter solutions and on the main industrial processes. Through the Consortium EasyPlus, of which PluSure is the founder shareholder, the company directly manages all the activities of Application Maintenance on the PLM platform such as at Ansaldo Energia. Thanks to its subsidiary PluSure MOM, the company is organizing itself to expand the activities also to the Manufacturing Operations Management.

2.2. Definitions

PluSure”: for the purposes of this document, it is meant all the subsidiaries directly or indirectly controlled by PluSure;

Clients”: Clients are all the final users beneficiary of final products or services of PluSure;

Receivers” or “Stakeholders”: are all the individuals to whom the Code of Conduct is addressed. Among the Receivers, it is included the category of Partners. As “ Partners” it is meant those who are linked to PluSure by paid employment, as well as interns who operate in the Company’s setting;

Global Compact”: Project of the United Nations aimed to create a moral agreement among companies, politics forces and society in order to establish a new concept of ‘human rights’, which are also embracing economical, social, health aspects, where is required an ‘active’ role of organizations;

Model”: it is meant the model of organization, management and control, which pre-disposition and eligibility is aimed to prevent the commission in committing a certain kind of crimes [particularly corporate crimes (i.e.  false social communications, corruption between privates), crimes against the Public Administration (i.e. corruption), crimes of laundering and auto-laundering, crimes in health manners and job security, IT crimes, crimes against the industry and the trade, crimes of Copyright violation, crime of industrial property] by individuals covering high positions (subjects who cover representative roles, administration, direction of the company/part of it) or of individuals responding to them, allow to the company who pre-disposed it, to be exonerated by the administrative responsibility of which D.Lgs. 231/01, in case the commission of the above stated typologies of crime;

P.A.” or “Public Administration”: it is meant the State and the other public institutions which practice differentiated activities in the public interest;

Public Official”: it is meant, under art. 357 c.p., he who “covers a public legislative function, judiciary or administrative”. It is public the administrative function ruled by the Public Right and jurisdiction’s acts, and characterized by the formation and expression of the Public Administration willing or by its development through authorities power or certification marks (i.a. Public Official are: magistrates, Offices and/or Marshals of Carabinieri or Financial Marshal, notaries, etc.);”Company”: is meant PluSure;

Direction”: it is meant the President of the Board. and/or CEO of Plusure

3. COMPANY PROFILE

3.1 Mission

“To be a Leader by improving the potential of the organization which collaborate with us, enhancing the technological know-how, the innovation and the creative ability of our Resources”.

3.2 Values and identity

The Company bases its activity on the deontological dispositions of this Code, and has as essential principle the respect of the laws and of the existing regulations.
PluSure means, with the Code of Conduct, confirms with firmness all the principles of tutelage of the individual’s fundamental rights, of fairness and of lawfulness at work and in the business represent and will represent for ever an essential value. The Company safeguards that value, setting all the adequate measures and avoiding any kind of behavior which can represent a prejudice for the same. 
Plusure does not institute or pursue business relationships with anyone who does not respect this Code of Conduct.

3.2.1. Fairness and rules observance

The Company monitors that every subject operating within PluSure adopts the principles of fairness and loyalty while working at their tasks, internal and external, also represent the identity of the Company and the relationship of trust with the Clients, and generally with third parties.
The Company, in the execution of its activities, plays in the complete observance of the rules and national and international laws applicable, as well as fiscal and tax regulations, of intellectual property, Copyright and industrial property, of competition regulations and antitrust, and in total respect of the statute of laws.

3.2.2. Honesty in business

The employees of PluSure adopt a correct and honest behavior, both on the execution of their tasks, and on the relationships with the other members of the Company, avoiding the pursue of illicit or illegal purposes, or in general of hypothetical conflict of interest to obtain an unfair advantage, owned or of third parties.

In any case the interest or the advantage of the Company can’t induce and/or justify an unfair behavior.

3.2.3. Transparent sharing of information

The Company, in respect of the principle of transparency, is active in spreading correct, truthful and complete information to third parties.

3.2.4. Diligence and accuracy

The Company has prescribed to its employees to fulfill their tasks with diligence and accuracy, in respect of the guidelines given by the superiors in the hierarchy and/or responsible, in general, of the Company’s qualitative standards.

3.2.5. Impartiality and equality

The Company has prescribed to its employees to act impartially and with integrity, not only in the fulfillment of their tasks, but also in the Company’s internal relationships and in the relationships with external partners of PluSure.
The Company aims to develop a sense of belonging and disapproves any kind of discrimination and/or violation in both internal and external relationships.

3.2.6. Principle of quality

The Company pays particular attention to the satisfaction of its clientele, both current and potential, imitating models of excellence.

3.2.7. Principle of responsibility

Having a view of synergy and efficiency of company processes, the Company complies with the principle of responsibility, according to which each individual component, on the basis of its position / level in the Company’s organization chart, assessed using meritocratic criteria, is competent and responsible of his/her actions and omissions.
In this way, the individuals who, in the Company, cover a role of management and representation also at a level of Service will exercise the address, the coordination and the control over the activity of those who are coordinated by them, whose actions will respond according to the law.

3.2.8. Professional approach and training

The Company is committed to make sure that the subjects operating within the same, or those to whom the Company entrusts the performance of certain services, are endowed with requirements of competence, professionalism and experience.
With particular reference to its employees, the Company constantly takes care of their training, updating and professional growth.

3.2.9. Environmental safeguard

The Company contributes to the spread and awareness of environmental protection issues and manages in an eco-friendly way the activities entrusted, in total respect of the national and community legislation.
In order to execute its activities, PluSure undertakes to ensure that the projects, processes, methodologies and materials take into account the development of scientific research and the best experiences in environmental matters, in order to respect the territorial balance, the prevention of pollution, environmental protection and landscape.

3.3 Stakeholders or receivers: application fields of Ethical Code

PluSure’s Code of Ethics is addressed, without exception, in Italy and abroad, to all Recipients / Stakeholders, such as, by way of example but not limited to, the Chairman, the directors, the statutory auditors, the Collaborators, the Consultants, the Auditors, and other commercial Partners in various capacities, Suppliers and Customers.

4. BEHAVIOUR IN BUSINESS MANAGEMENT

4.1. General business management

In business relationships, and more generally in the management of the business, the Receivers are required to behave in an ethical and law-abiding manner, based on transparency, clarity, fairness and efficiency.

With regards to relationships and commercial or promotional relations, the Receivers are also required to behave in line with the policies of PluSure, which can never act, even if aimed at the pursuit of the corporate purpose, against the law, the current legislation, the corporate procedures adopted.

While exercising their powers, the Receivers must comply with the rules and conditions set at the organizational and managerial level, having regard to the expenditure programs and operating methods of the Company, playing within the budgets evaluated and approved.

The Collaborators and the subjects who make any purchase of goods and/or services, including the external consultancies, on behalf of the Company, must act in compliance with the appropriate procedures and in compliance with the principles of cost, quality and lawfulness and work in good faith.

The ones who are entrusted by the Company to follow any business negotiation, request or relationship with the Italian and/or foreign P.A., should not try to improperly influence the decisions of Public Officials / Public Service Officers who make decisions on behalf of P.A. Italian or foreign, in any case. In relations with P.A. – Italian and/or foreign – the principles established in the following paragraph 4.3 will also be observed.

In relations with customers, suppliers and third parties in general, no offers of money are allowed, the granting of benefits of any kind or gifts that are liable to obtain real or apparent benefits of any kind, or which may jeopardize the integrity or reputation of one of the parties, or that may influence the independence of judgment (i.e. promises of economic benefits, favors, recommendations, promises of job offers), or that may condition the beneficiary and may push him to behave in a contrary way to the duties of office or fidelity obligations or in any case capable of distorting free competition.

These rules do not allow exceptions even in those countries where offering valuable gifts to business partners is routine.

Acts of commercial courtesy are allowed if they are of modest value or clearly not to compromising the integrity or reputation of one of the parties or to be interpreted by an impartial observer as aimed at acquiring undue and/or improper advantages; in any case, as long as they are carried out in compliance with the company guidelines. Acts of commercial courtesy must never be carried out in circumstances that could give rise to suspicious behavior in contrast with the guiding principles of this Code of Ethics.

It is forbidden to accept money donated by legally responsible body or individual who are or intend to enter into business relations with the Company.

Recipients who receive gifts of favor or hospitality, unless they are gifts or other benefits of modest value, that is, re-entering legitimate customs or habits, must reject them and immediately inform their hierarchical superior. In general, the Company condemns any conduct put in place by the Recipients aimed at promising, offering, giving or accepting, directly or indirectly, money or other benefits in order to obtain or maintain a business or secure an unfair advantage over the business activity.

The Company is committed to not entertain either directly or indirectly financial, economic and commercial relations with subjects that violate in any way the rules regarding the safeguarding of child labor and the protection of women and/or exercise the procurement activities or illegal use of labor force through the trafficking of immigrants or the slave trade.

In particular, the Company undertakes not to entertain, either directly or indirectly, economic and commercial relations with subjects (legally responsible body or individual) of which it is known or suspected the carrying out of illegal activities with reference to the criminal cases punished by the “Consolidated Law concerning the immigration discipline and norms on the conditions of the foreigner “(Legislative Decree 286/1998) and, in general, from the immigration law.

Any activity, service or even advertising initiative is forbidden, as well as the use of IT or tourist tools or means that can favor or facilitate pornography and/or child prostitution, including the partnership with subjects operating in these sectors.

In commercial transactions a special care is required in receiving and spending coins, banknotes, debt securities and values ​​in general, in order to avoid the danger of placing counterfeited or altered values ​​on the market.

4.1.1. Treatment of reserved information and limits in use

In accordance with the PluSure guidelines, all documents, information, data and specifications related to the business of PluSure and/or its training activities must be considered confidential and must not be disclosed, used or shared outside of the activity of the Society.

Information that is confidential in relation to data or knowledge belonging to the Company must not be acquired, used or communicated except by authorized persons, generally or specifically.

For purely illustrative and non-exhaustive purposes, are considered confidential information relating to: technical, technological and commercial knowledge of the Company, work projects, including business, management, industrial and strategic plans, data related to know-how and technological processes, operations, financial, operating strategies, investment and divestment strategies, operating results, personal data of employees and lists of customers and business partners, information on current and future activities, including news not yet widespread even if subject to announcements soon to be disclosed, minutes of meetings, procedures, regulations, contracts, organizational charts.

All notes, memos, recordings and writings (including copies) generated within the Company, any information and other material, obtained from each of the Recipients according to their position within the Company or for the fact of being in business relations with the same, are and remain the exclusive property of the Company with which the Recipients entertain the business or business relationship.

All Recipients are obliged to return the aforementioned documents, information and materials to the Company upon request of the latter and, in any case, upon termination of the employment or business relationship with the same.

The obligation of confidentiality regarding information concerning the technical, technological and commercial knowledge of the Company, as well as other non-public information relating the same one, must remain in force even after termination of the employment relationship.

Recipients, therefore, in processing such data and information, commit to protect the information acquired and/or generated and to avoid any improper an/ or unauthorized use.

4.1.2. Prohibition of money laundering activities

Recipients must never perform or be involved in activities that involve the laundering (i.e. acceptance or processing) of income from criminal activities in any form or manner.

The Recipients must verify in advance the available information (including financial information) on commercial counterparts, consultants and suppliers, in order to ascertain their moral integrity, their respectability and the legitimacy of their business before establishing business relationships. .

The Company must always comply with the laws on the fight against organized crime and anti-money laundering, both national and international, in any competent jurisdiction, as well as compliance with the laws, regulations and provisions of the competent authorities in tax and tax matters.

Collaborators are required to strictly observe the laws, company procedures, policies and the PluSure Code of Conduct in any economic transaction including intra-group transactions, ensuring full traceability of incoming and outgoing financial flows and full compliance with laws on anti-money laundering.

4.1.3. Privacy policy

As part of its business activity, PluSure collects a significant amount of personal data and confidential information, which undertakes to process in compliance with all applicable laws in the jurisdictions and best practices applied in matters of confidentiality and privacy.

The Company, already complying with the provisions of the previous law of reference (Law 31.12.1996 No. 675) regarding the protection of personal data, currently operates in compliance with the provisions of the “Code regarding the protection of personal data” adopted with D .Lgs. 30.06.2003 n. 196.

The Company is respectful of the individual’s right to the protection of their personal data, whether they are Collaborators, Customers or suppliers of the Company, making them complete and up-to-date information on the processing of data – both common and possibly sensitive – acquired by the Company or they will be acquired and/or processed in the course of their activity, and requesting the issuance of their informed consent, whenever it becomes necessary and exclusively for the purposes for which they are intended.

For greater protection and transparency towards the interested parties, the Company has appointed managers and persons in charge of processing personal data.

Furthermore, the Company guarantees a high level of security in the selection and use of its IT systems for the processing of personal data and confidential information and declares to have taken all the security measures imposed by the laws currently in force to ensure the protection of the same.

Each Collaborator of the Company is obliged not to use or disclose confidential information and data except within the limits of the practice of their competences.

4.1.4. Industrial and intellectual property

The Company acts in full respect of the industrial and intellectual property rights legitimately held by third parties, as well as laws, regulations and conventions, including within the Community and/or international, to protect these rights.

In this regard, all Recipients must respect the legitimate industrial and intellectual property rights of third parties and refrain from unauthorized use of the aforementioned rights, knowing that the violation of the same can have negative consequences both for the Company and its Customers.

In particular, the Recipients, in the exercise of their activities, must abstain from any conduct that could constitute usurping of industrial property rights, alteration or counterfeiting of trademarks and/or distinctive signs of industrial products, or of patents, designs or industrial models, both domestic and foreign, as well as refraining from importing, marketing or otherwise using or putting into circulation industrial products with trademarks and/or distinctive signs counterfeited or altered or misleading, in general made by usurping industrial property rights.

Furthermore, all Recipients must refrain from using, in any form, in an unlawful and/or improper manner, in their own interests, corporate or third parties, intellectual works (or parts of them) protected under the law on the right copyright and particularly from the Copyright Law (Law No. 633/1941).

4.1.5 Obstruction of racketeering

The company firmly condemns and fights with all the instruments at its disposal any form of organized crime.

Particular care must be used by the Recipients if they operate in areas, both in Italy and abroad, historically affected by organized crime phenomena, in order to prevent the risk of criminal infiltration.

Particular efforts will be made by the Company in the verification of the requisites of integrity and reliability of the commercial counterparts (such as suppliers, consultants, contractors, customers).

No commercial relationship will be undertaken or continued with commercial counterparts who are even suspected of belonging to or contiguous to criminal organizations, or who are suspected of facilitating in any form, even occasional, the activity of criminal organizations.

4.2. Partners

Human Resources and the pursuit of social policy objectives are an essential element for the existence of the Company.

4.2.1. Company’s commitment

PluSure has adopted the “value-oriented personnel policy”.

On the basis of the Company Guidelines, we wanted to create the conditions and the structure to allow Collaborators and the management to develop the willingness to learn, create, initiate and commit.

To facilitate this, the Management deals with human resources and ensures a positive corporate climate of development and change.

In this context, the Company commits to support the development of the skills and competences of each Collaborator, so that the energy and creativity profited in this sense, allow the full satisfaction of the expectations of the Collaborators.

The Company encourages its Associates to communicate in a frank and open manner, to respect their colleagues, to provide information to manage, to contribute to the Company’s pursuit of its business objectives, in observance of honest behavior.

The Company commits to set annual objectives, both general and individual of the Collaborators working for the same, focused on a possible, specific, concrete, measurable and of which result are related to the time scheduled for its achievement.

Any situations of difficulty or conflict with the aforementioned principle must be promptly reported by anyone to the management of the Company.

The Company offers all Employees the same job opportunities, ensuring that everyone can enjoy fair treatment based on merit, without any discrimination.

Management must:Adopt criteria of merit, competence and be in any case strictly professional for any decision concerning a Collaborator;Provide with the selection, hiring, training, remuneration and management of Collaborators without any discrimination;Prevent discrimination or retaliation due to reasons of nationality, religious belief, political and trade union affiliation, language and gender.

In this sense, the Collaborators must actively take responsibility for maintaining a climate of mutual respect for the dignity and reputation of each one.

The evaluation of the personnel to be hired is carried out on the basis of the correspondence of the profiles of the candidates and their specific competences, with respect to the expected and business needs, always respecting the equal opportunities for all the subjects involved.

The requested information is strictly linked to the verification of the aspects foreseen by the professional and psycho-aptitude profile, respecting the private sphere and the opinions of the candidate. The management, within the limits of available information, adopts appropriate measures to avoid favoritism, nepotism or forms of clientelism in the selection and recruitment phases.

The determination of the objectives must be carried out in compliance with the principles of fairness and balance, not identifying excessively ambitious and/or difficult to achieve objectives through ordinary operations, and which may lead to undue behavior, or to situations of conflict of interest.

4.2.2. Collaborators’ commitment

The Code of Conduct is an integral and substantial part of the employment contract of each Collaborator of the Company.

Consequently, PluSure requires strict compliance with the provisions of the Code of Conduct from all Collaborators. Any violation of the provisions of the same is therefore treated firmly with the consequent adoption of appropriate sanctions.

The Collaborators, therefore, are required to:Fully adopt the provisions of the Code of Conduct regarding their specific tasks, including by participating in any training activities;Adopt actions and behaviors consistent with the Code of Conduct and refrain from any conduct that may harm the Company or compromise its honesty, impartiality or reputation;Promptly report any violations of the Code of Conduct in the manner described in paragraph 5.2.2.1 below;Comply with all the internal provisions introduced by the Company in order to comply with the Code of Conduct or identify any violations thereof;Consult the management, as indicated in the following paragraph 5.2.1.2., to obtain clarifications on the interpretation of the Code of Conduct;Fully cooperate in any investigations carried out in relation to violations of the Code, maintaining the strictest confidentiality regarding the existence of such investigations and actively participate, where required, in the internal auditing activities on the functioning of the Code of Conduct.

It is forbidden for all Collaborators to conduct an external or private work activity during working hours or in any case within PluSure’s offices, in the absence of a prior written authorization from their manager and/or management.

It is forbidden for all Collaborators to propose or accept an appointment or an election to public offices, which could interfere with or prejudice PluSure’s obligations, in the absence of a prior written authorization from the Directorate of PluSure.

The Company will do everything possible to ensure that its collaborators, whether they are senior managers or their subordinates, as well as all those acting on behalf of the same, are not put in place cases of crime that may, not only discredit their image, but also involve the application of one of the pecuniary and/or disqualification sanctions that the Legislative Decree 231/01 establishes, in the event that such crimes are committed to the advantage or in the interest of the Company itself.

4.2.3. Conflict of interests

All decisions and business choices made on behalf of PluSure must correspond to its best interests and be in line with the provisions of the Code of Conduct.

Therefore, Collaborators must avoid situations and/or activities that may lead to conflicts of interest with those of the Company that could interfere with their ability to make impartial decisions, in the safeguard of the best interest of the same.

If there are situations of conflict between the interests of the Collaborators and those of the Company, such as (by way of example and not exhaustive):

1) Commercial transactions with business partners without any reference to price, quality of service or other measurable factors;

2) Personal relationships of external collaboration with business partners, with competitors or suppliers;

It is necessary that such situations, even if potential, merely presumed or future, should be communicated immediately, in writing, to the Directorate of PluSure.

In any case, the Recipients are required to refrain from any activity related to the situation that is the source of the conflict.

The Company will not be represented in relations with the Public Administration, Italian or foreign, by third parties when possibly, even if only abstractly, to configure a conflict of interest.

Third parties (such as consultants, suppliers) who work on behalf of the Company have the obligation to abstain from dealing with the PA, Italian or foreign, in any other case where there are conflicts of interest or other reasons that conflict with the principles referred to in this Code.

4.2.4. Collaborators in responsibility role

Collaborators who play a role of responsibility, such as for example the Chairman, the Directors, the Service Managers, must represent an example, provide with leadership and guidance in accordance to the principles of conduct in the business contained in the Code of Conduct and, with their behavior, must demonstrate to the other Collaborators that the compliance with the Code of Conduct is a fundamental aspect of their work, ensuring that they are aware that business results must never be separated from the compliance of the Code.

The subjects in the position of responsibility indicated above must report any case of non-compliance with the provisions contained in the Code of Ethics and are responsible for ensuring the protection of those who, in good faith, report violations of the Code of Conduct and adopt and apply, heard, sanctions measures commensurate with the violation committed and sufficient to constitute a deterrent to further violations.

4.2.5. Safety, health and integrity of Collaborators

The Company commits to educate and consolidate a culture of safety, developing awareness of risks, knowledge and compliance with the current legislation on prevention and protection, promoting responsible behavior by all employees, while working to preserve and improve, especially with preventive actions, working conditions, health and safety of workers.

The Company’s activities must be carried out in full compliance with the current regulations on prevention and protection, with particular reference to the provisions of Legislative Decree no. 81/2008 and in the specific, to applicable prevention regulations; operational management must refer to advanced environmental protection and energy efficiency criteria, pursuing the improvement of health and safety at work conditions, also – but not only – for the purpose of the reasonable prevention of culpable homicide and grievous bodily harm or others committed with violation of the rules to protect health and safety at work.

The Company therefore undertakes to:Eliminate/minimize risks in relation to the knowledge acquired on the basis of technical progress, favoring preventive measures;

Carry out a continuous analysis of the risks and critical aspects of the processes and resources to be protected;Adopt and use, for the sake of the activities, infrastructures, equipment and plants that meet the essential safety requirements;Minimize the number of workers who are or may be exposed to risks;Adopt appropriate management systems to ensure and maintain a high level of prevention and protection against risks of accidents and occupational diseases;Guarantee suitable information, training, awareness and training on safety and health to all workers.

The Company also undertakes to guarantee the protection of working conditions in the protection of the psycho-physical integrity of the worker, respecting his/her moral personality, avoiding that this suffers illicit conditioning or undue inconvenience.

4.2.6. Equal opportunities, harassment and work conditions

The Company commits to offer equal opportunities in work and professional advancement to all Collaborators.

PluSure must ensure that for all aspects of the employment relationship, such as hiring, training, retribution, promotions, transfers and termination of the relationship, Collaborators are treated in a manner consistent with their ability to meet the requirements of the job, avoiding any form of discrimination and, in particular, discrimination by race, sex, age, nationality, religion, beliefs, political opinions, state of health.

The Company, also for these purposes, promotes the organization of meetings and/or events aimed at developing a group spirit among the members, knowledge and mutual respect.

The Company fights any behavior or attitude that discriminates or harms the person, his convictions and his preferences (for example, in cases of insults, threats, isolation or excessive intrusiveness, professional limitations).

PluSure considers completely unacceptable and therefore forbids any type of harassment or unwanted behavior, such as those related to race, sex or other personal characteristics, which have the purpose and effect of violating the dignity of the person to whom such harassment or behavior are addressed, both inside and outside the workplace.

Collaborators must strive to maintain a decent work environment, where the dignity of each one is respected.

In particular, the Collaborators of the Company:Must not serve under the influence of alcohol or drugs;Must be sensitive to the needs of those who may experience physical discomfort due to the effects of “passive smoking” in the workplace, even in countries where smoking is permitted in the workplace;Must avoid behaviors that may create an intimidating or offensive climate towards colleagues or subordinates in order to marginalize or discredit them in the workplace.

4.2.7. Employability and hiring process

Collaborators are forbidden to accept or solicit promises or payments of money or goods or benefits, pressures or benefits of any kind that may be aimed at promoting the hiring of a Collaborator or its transfer or promotion.

The Company does not tolerate any form of irregular work.

It is specifically forbidden to hire foreign personnel without a residence permit or with an expired residence permit, which has not been requested, in accordance with the law, for renewal, or with a revoked or canceled residence permit.

4.2.8. Time management and goods management; IT infrastructure

Collaborators cannot perform other activities during their working hours that are not congruent with their tasks and organizational responsibilities.

Collaborators are directly and personally responsible for the protection and conservation of physical and immaterial assets and resources, whether human, material or immaterial, entrusted to them for the performance of their duties, as well as their use in their own way and in compliance with national and international laws in force, in the social interest and according to the diligence of the good faith.

The use of company assets, such as premises, equipment and information reserved to the Company is not permitted for personal use and interest of any kind.

Any use, even involuntary, of company resources and assets that are in conflict with the laws in force is forbidden, although from this use it may derive an interest or an advantage in favor of the Company.

All Collaborators must strictly comply with the procedures and policies of the Company in the field of information security, and must use the company assets – such as personal computers, tablets, telephones (Smart phones, iPhones) and other work tools – in compliance of the aforementioned procedures and policies, avoiding any behavior that could compromise the functionality and protection of the company IT system.

In particular, any use of electronic and computerized means and systems – including the Internet and electronic mail – that may represent a violation of the laws in force, as well as offence to the freedom, integrity and dignity of persons, especially minors, is prohibited.

It is also forbidden to use any IT or electronic means and systems that may cause undue intrusion or damage to other computers and IT systems.

The alteration of the functioning of a computerized company system is not allowed in any way that is data and information contained in it or intervention on programs and archives, especially if this is done to obtain an unfair profit for oneself or for others, including the Company.

Furthermore, each Collaborator must:Avoid uploading borrowed or unauthorized software to company systems, as well as extracting unauthorized copies of programs licensed for personal, business or third party use, or marketing such programs;Refrain from abusively reproducing, distributing, presenting in public, extracting, duplicating, marketing software and/or the contents of a database in violation of copyright laws.

4.3. Public Administration

Relations with P A. must be based on transparency, clarity, correctness and not to lead to partial, false, ambiguous or misleading interpretations, as well as any public institutional subject with which relations are held in various capacities; all in compliance with the provisions of the Code of Conduct.

The Company cannot grant direct or indirect contributions, in any form, or allocate funds and loans to support public entities, except as permitted and provided for by the laws and regulations in force.

Recipients who have relations with Italian or foreign administration, inspire and adapt their conduct to respect the impartiality and good performance of the P.A.

Contacts with P. A., Italian or foreign, are limited to those who are specifically and formally entrusted by the Company, to deal with or to have contacts with these administrations, public officials, institutions, organizations and/or institutions. During a business negotiation, a request or a commercial relationship with Public Officials and/or Public Service Officers, Italian or foreign, the following actions, indicated by way of example, cannot be undertaken – directly or indirectly (not exhaustive):Promise or offer money or other benefits directly or indirectly to Italian or foreign Public Officials and/or Public Service Officers, from which it may obtain, for the Company itself, an interest or advantage;Promise and/or offer any object, service, value provision to induce Public Officials/Representatives of Public Service, Italian or foreign, to use their influence on other subjects belonging to the P.A., Italian or foreign;Offer any object, service, performance or favor to Public Officials/Assignees of Public Service, Italian or foreign, or their relatives within the 2nd degree, directly or through third parties, unless they are gifts or other benefits of moderate value that is, re-entering the legitimate uses;Entertain work relations with employees of P.A. or hire former employees of Italian or foreign P.A., or their relatives within the 2nd degree, who participate or have personally and actively participated in business negotiations or endorsed requests made by the Company to the P.A., Italian or foreign;Propose – in any way – employment and/or commercial opportunities that can benefit Public Officials and/or Public Service Representatives personally;Solicit or obtain confidential information that could compromise the integrity or reputation of both parties;Perform any other act aimed at inducing foreign Public Officials and/or Public Service Officers to do or omit to do something in violation of the laws of the legal system to which they belong.

It is forbidden to allocate grants or loans obtained by the State or by another public body or by the European Communities, even of modest value and/or amount, have been granted.

The Company condemns any behavior aimed at achieving, by the State, the European Communities or other public entity, any type of contribution, financing, subsidized loan or other disbursement of the same type, by means of declarations and/or documents altered or falsified, or by means of information omitted or, more generally, by means of artifice or deception, including those made by means of an IT or electronic system, aimed at misleading the provider.

Where a P.A. whether the customer or supplier of PluSure, the latter must act in strict compliance with the laws and regulations governing the purchase or sale of goods and/or services to that particular public institution.

Any lobbying activity can be carried out only where allowed and in strict compliance with the laws in force and, in any case, in compliance with the Code of Conduct, and any procedures specifically prescribed by the Company.

4.3.1. Relationship with Juridical authorities involved in inspections, accesses and standards check

PluSure acts in compliance with the law and does not interfere with the administration of justice within the limits of its competences.

In carrying out its business, the Company operates in a lawful and correct manner, collaborating with representatives of the Judicial Authority, the Police and any Public Official who has powers of inspection.

Relations with Judicial Authorities and Judicial Police, of every order and degree, must be based on the utmost transparency, correctness and collaboration; in this regard, the Recipients – especially if they are involved in judicial proceedings – will have to refrain from adopting reticent, omission or behaviors that may result, even indirectly and/or involuntarily, in hindrance to the actions of the justice bodies.

Similarly, the Recipients must abstain from any pressure or threat, including through the use of physical violence, as well as from any offer of money or other benefits, in order to induce a person not to make statements or to make false declarations before an Authority Judicial.

On the occasion of any type of access made by P.A. the Collaborator(s) involved will have to immediately inform the Management of the presence at the premises of the Company of members of the P.A., if this has not already been done, and scrupulously follow the instructions that the Management should issue. In any case, the Management will handle the relationship with the members of the P.A. or the persons appointed/delegated by the same.

The Company requires Collaborators to offer the maximum availability and collaboration towards anyone who comes to carry out inspections and controls on behalf of INPS (Italian National Social Welfare Institution), the Ministry of Health, the Ministry of Labor and Social Policies, the Ministry of Economy and Finance and of any other Public Administration.

It is forbidden to destroy or alter records, minutes, accounting records and any type of document, lying or making false declarations to the competent Authorities.

No one should try to persuade others to provide false or misleading information to the competent authorities. No one can undertake economic activities, confer professional appointments, give or promise gifts, money or other benefits to those conducting inspections, or to the competent judicial authorities. Those who, for facts related to the employment relationship will be subject, even personally, to investigations and inspections or will receive subpoenas, and/or those who will be notified of other judicial measures, must inform the Management.

4.4. Third parties

4.4.1. Shareholders

The Company shall ensure that the Members do not place themselves in conflict with the social interests pursuing their own interests or those of third parties, unrelated or contrary to the corporate purpose, or by adopting partial behavior or operating in an antithetical and conflicting manner with the Company.

The Company involves all the Members in the adoption of the relevant social decisions, taking into consideration and also guaranteeing the interests of the minority.

Timely and exhaustive information is ensured as well as transparency and accessibility to data and documentation.

4.4.2. Suppliers

The selection of suppliers and the formulation of the conditions of purchase of goods and services for the Company is dictated by values ​​and parameters of competition, objectivity, correctness, integrity, ethics, respectability and reputation, impartiality, fairness in price, quality of the goods and/or service, carefully evaluating service guarantees and the panorama of offers in general.

In particular, the existence of such requirements will be verified before the establishment of the contractual relationship with suppliers and subsequently, during the contractual relationship. The purchasing processes must be based on the search for the maximum competitive advantage for the Company and on the loyalty and impartiality towards each supplier in possession of the required requisites.

The sharing of the Code of Conduct is a prerequisite for the establishment and maintenance of supply relationships.

The Company requires by its suppliers of goods and services the full respect of ethics, commercial correctness and legality, with particular reference to the laws protecting industrial and intellectual property, laws protecting the consumer, free competition and the market, and the laws against money laundering and organized crime, as stated in the Code of Conduct. The products and/or services provided must in any case, result from concrete business needs, within the limits of the available budget.

At the end of the relationship, in any case, and before reaching the payment of the related invoice, the Company verifies the quality, the adequacy and the timeliness of the received service and the fulfillment of all the obligations assumed by the supplier. For this purpose, it complies with the provisions of the tax law.

Recipients are forbidden to pay gifts, to give money or benefits of any kind, as well as to accept them, in order to achieve or maintain a deal or in order to obtain an unfair advantage in relations with their suppliers.

Specifically, it is forbidden to pay gifts, to give money or benefits of any kind to managers or employees of supplier companies, in order to induce such subjects to perform acts contrary to their duties of office and/or to their duties of loyalty.

4.4.3. Clients

To achieve the objective described in the previous paragraph 3.2.6., the Company has adopted appropriate procedures as well as a specific “Quality Manual”. This manual describes the PluSure Quality Management System, certified according to ISO9001: 2015, which aims to ensure the excellence of internal processes, the resulting business results and services provided to customers.

Collaborators, in the context of customer relations and in compliance with internal procedures, must favor maximum customer satisfaction, providing, among other things, comprehensive, truthful and accurate information on the products and services provided, engaging and ensuring that the characteristics of the products and services provided to customers correspond to the aforementioned information, so as to allow informed choices.

Relationships with customers are managed according to the principles of maximum collaboration, availability, professionalism and transparency, respecting privacy and protection of privacy, in order to found the basis for a solid and lasting relationship of mutual trust.

PluSure commits to guarantee adequate standards of quality and safety of products/services, periodically monitoring the perceived quality and full compliance of the aforesaid services/products with what is established in the aforementioned quality standards.

The Company also undertakes to always respond to suggestions and complaints from customers, using suitable and timely communication systems (i.a. e-mail).

Communications to Customers are based on clarity and comprehensibility and comply with current regulations. The Company does not resort to fraudulent or otherwise improper practices and provides customers with complete communications, in order to avoid leaving out any element relevant to the Customer’s decision.

The Recipients are forbidden to involve, for any reason, in the marketing of products and services having characteristics (by origin, quality, quantity) different from those declared or agreed or bearing names, brands or distinctive signs suitable for misleading the final consumer about quality, origin of the products/services offered.

Recipients are forbidden to pay gifts, to give money or benefits of any kind, as well as to accept them, in order to achieve or maintain a business or in order to obtain an unfair advantage in relations with their Customers.

Specifically, it is forbidden to pay gifts, to give money or benefits of any kind to managers or employees of client companies, in order to induce such subjects to perform acts contrary to their duties of office and/or to their fidelity duties.

4.4.4. Competitors

The Company recognizes the fundamental importance of a competitive market and, in compliance with national and EU antitrust regulations, as well as with the guidelines and directives of the Antitrust Authority; the Company does not behave or subscribe agreements with other companies that may negatively influence the competition regime between the various operators of the market of reference.

In particular, the Company and the Recipients avoid practices (creation of cartels, divisions of markets, limitations on production or sale, conditional agreements, etc.) such as to represent an infringement of the laws on competition, as well as avoiding the implementation of other conducts which could distort competition in the acquisition of goods and services, for example through the corruption of private contractual counter-parties.

All Recipients must also refrain from undue pressure, threats, acts of violence, artifice, fraudulent or otherwise conducted means that may prevent or disturb, in any way, the carrying out of the commercial and entrepreneurial activity of others, or the free exercise of the competition in the market.

In the context of fair competition, the Company commits to not knowingly violate third parties intellectual property rights.

4.4.5. Communication and information

Collaborators cannot provide information to representatives of the mass media without the authorization of the Directorate of PluSure.

The information to the outside must be homogeneous, truthful and transparent and have as object complete, accurate and concordant news. The commercial and advertising information must be comprehensive, truthful and accurate and in accordance with the actual characteristics of the products/services provided.

Participation on behalf of the Company in conferences, public events, committees and associations of any kind (cultural, scientific or professional) must be duly authorized and formalized.

Before issuing an interview, publish an article, speak in public at an event, authorize photographic services inside the venue, etc. it is mandatory to always have the permission by the Management.

4.4.6. Political organization and trade union

The Company does not make contributions to political parties, movements, committees and political or trade union organizations, or to their representatives.

The Company submits to the disciplinary procedure those who promise or make payments in the name or on behalf of PluSure. Collaborators recognize that any form of involvement in political activities takes place on a personal basis, in their own free time, at their own expense and in compliance with the laws in force.

4.4.7. Environment

The Company adopts an effective environmental management system that complies with all relevant national and international regulations. These are the basic principles that the Company is inspired from:Do not pollute;Constantly optimize the use of resources;Develop products and services that are increasingly compatible with the environment.

Company activities are carried out by minimizing any type of emission, based on available technologies.

In order to not cause damage to the environment, the Company carries out specific checks aimed at minimizing polluting emissions.

Furthermore, the waste generated by the exercise of the company activities, is regularly stored and disposed of, through the use, where necessary, of specialized and qualified subjects.

4.5 Accounting and bookkeeping

4.5.1. Accounting and management report

The CEO of PluSure is responsible for the truthfulness, authenticity and originality of the documentation and information provided in the activities of the business. The corporate bodies and the Collaborators are required to comply with corporate operating procedures. Every operation and/or transaction, understood in the broadest sense of the term, must be legitimate, authorized, coherent, congruous, documented, recorded and verifiable at any time.

Accounting transparency is based on the truth, accuracy and completeness and reliability of the documentation of management events and related accounting records.

Collaborators are required to co-operate so that the management facts are represented correctly and promptly in the accounts.

For each operation, adequate documentation of the activities carried out is kept in the records, so as to allow easy accounting registration, identification of the various levels of responsibility and the accurate reconstruction of the operation.

Each registration must reflect exactly what emerges from the supporting documentation.

Collaborators who become aware of the omissions, falsifications, alterations or negligence of the information and supporting documentation are required to report the facts to the General Management (President of the Board).

The procedures governing the operations must allow the possibility of carrying out checks on the characteristics of the transaction, on the reasons that led to its completion, and on the authorizations to carried out and executed the operation.

Any person who carries out operations and/or transactions involving amounts of money, assets or other economically evaluable assets belonging to the Company, must act upon specific authorization and provide on request any valid evidence for its verification at any time.

4.5.2. Company’s illicit principles

The Company forbids any conduct, aimed at supporting, encouraging, facilitating and inducing members of the corporate, to violate one or more of the principles indicated below.

Any behavior aimed at altering the correctness and veracity of the data and information contained in the financial statements, reports or other corporate communications required by law, directed to the shareholders, the public and the company performing the audit, is prohibited.

All the subjects called to the formation of the aforesaid deeds are obliged to verify, with due diligence, the correctness of the data and information that will be then implemented for the preparation of the above mentioned deeds.

The Company requires that the directors and the Collaborators take proper and transparent conduct in carrying out their function, especially in relation to any request made by the shareholders, by the management control body and by the other corporate bodies in the exercise of their respective institutional functions.

It is forbidden for Company Directors to carry out any behavior aimed at causing damage to the integrity of any company’s assets.

The Directors of the Company must not carry out any type of corporate transaction likely to cause, even potentially, damage to creditors.

It is forbidden to carry out any act, simulated or fraudulent, aimed at influencing the will of shareholders to obtain the irregular formation of a majority and/or a different resolution.

It is forbidden to spread false information both inside and outside the Company, concerning the latter, its Collaborators and third parties working for it.

Collaborators, in the event of verification and inspection by the competent public authorities, must maintain an attitude of maximum availability and collaboration towards the inspection and inspection bodies.

5. FULFILLMENT AND CONTROL

 5.1. Authority responsible of control and surveillance of Code of Conduct:

The Supervisory and Control Body

The supervisory function on the observance and functioning of the Code of Conduct is referred to the President of the Board of PluSure.

The President of the Board is responsible the Code of Conduct to comply with the current legislation and with the best national and international practice.

The President of the Board, it is also the contact person of the Collaborators for any applications and interpretative doubts related to the Code of Conduct.

Collaborators who become aware of violations of the principles of the Code of Conduct and/or the operating procedures that compose it, or other events likely to alter its scope and effectiveness, are required to promptly report them, according to the procedures of paragraph 5.2.2.1 below.

It falls under the duties of the President of the Board the diffusion of the Code of Conduct among the Collaborators and the protection and assistance of those who report behavior that does not comply with the Code of Conduct, protecting them from pressures, interference, intimidation and retaliation.

5.2 Control and fulfillment modalities

5.2.1 Fulfillment

5.2.1.1. Communication and training

In order to acknowledge all the Recipients and give to this Code a binding force, the Code of Conduct is:Shared within the Company, by making available an electronic copy of the same to the shareholders, to the corporate bodies, and to the Collaborators of the Company. A copy of the Code is inserted in the company Intranet (share-point);Disseminated outside the Company through specific information sent to consultants, suppliers and customers.

Furthermore, in order to allow the Code of Conduct to be fully operational, PluSure:

Ensures the timely dissemination among the Recipients of the Code of Conduct and subsequent updates and amendments;Provides the Collaborators with adequate information support, also in order to allow the resolution of interpretative doubts relating to provisions contained in the Code of Conduct;Ensures that Collaborators who report violations of the Code of Conduct are not subject to any form of retaliation;Adopts fair sanctioning measures commensurate with the type of violation of the Code of Conduct in compliance with the provisions of law and contract applicable to each individual case;Activates periodic checks aimed at ascertaining compliance with the rules of the Code of Conduct.

PluSure encourages constructive contributions on the content of the Code of Conduct by Collaborators, when their shortcomings or the need for an update are highlighted as a result of regulatory changes or more established international practices, as well as experience gained in applying the Code of Conduct.

5.2.1.2. Interpretation matters related to the Code of Conduct

For questions concerning the interpretation and application of specific rules or for clarification on the Code of Conduct, Collaborators should contact the President of the Board.

5.2.1.3. Changes and revision

The Code of Conduct is subject to periodic review by the Chairman of the Board of PluSure and any updates, amendments or additions to the same must be approved by this.

5.2.1.4. Conflicts with Code of Conduct

In the event that even one of the precepts of the Code of Conduct is in conflict with the provisions of internal regulations or procedures, the Code of Conduct must be considered prevalent.

5.2.2 Control

5.2.2.1 Violations warning

If a Collaborator wishes to report a violation (or alleged violation) of the Code, the same must contact his direct manager. If the report does not give a result or the Collaborator feels uncomfortable in contacting his superior for the presentation of the report, the Collaborator will report to the President of the Board.

If a third party wishes to report a violation (or alleged violation) of the Code, he must contact the President of the Board.

5.2.2.2. Violations treatment

The President of the Board, once detected any violations of the Code of Conduct, informs the competent bodies to take the related disciplinary initiatives, according to the methods established by the Disciplinary System, according to the type of transgression.

If a Collaborator or a third party wishes to report a violation (or presumed violation) of the Code, he can also contact anonymously the Chairman of the Board, via the dedicated email address codeofconduct@plusure.com

5.2.2.3. Code of Conduct cogency and disciplinary system

The compliance with the provisions of the Code of Conduct must be considered an essential part of the contractual obligations for the Collaborators of the Company, pursuant to and by effect of art. 2104 of the Civil Code and of the current C.C.N.L.

The violation of the rules of the Code of Conduct constitutes a non-fulfillment of the primary obligations of the employment relationship or disciplinary offence, with all legal consequences, also with regards to the preservation of the employment relationship itself and may also entail actions for compensation for damages from the violation caused.

In particular, the violation of the principles contained in the Code of Conduct may result in the application of the sanctions contained in the corporate disciplinary system adopted pursuant to Legislative Decree 231/01.

For Recipients who are not Collaborators, the compliance with the Code of Conduct is a prerequisite for the continuation of the existing professional/collaborative relationship with the Company.

6. APPENDIX

Appendix 1:

Principles of the Global Compact relating the human rights, labor, the environment and the fight against corruption.

10 PRINCIPLES OF GLOBAL COMPACT

The 10 principles of the Global Compact concerning human rights, labor, the environment and the fight against corruption are universally shared as they are derived from:The Universal Declaration of Human Rights;The Declaration of the International Labor Organization on fundamental principles and rights at work;The Rio Declaration on Environment and Development;The United Nations Convention against Corruption.

The 10 principles are:

Human rights

Principle I: businesses are required to promote and respect the universally recognized human rights within their respective spheres of influence;

Principle II: businesses must not, even indirectly, complicit in human rights abuses.

Work

Principle III: enterprises are required to uphold the freedom of association of workers and to recognize the right to collective bargaining;

Principle IV: the elimination of all forms of forced and compulsory labor;

Principle V: the effective elimination of child labor;

Principle VI: the elimination of all forms of discrimination in employment and profession.

Environment

Principle VII: companies are required to support a preventive approach to environmental challenges;

Principle VIII: to undertake initiatives that promotes greater environmental responsibility;

Principle IX: to encourage the development and diffusion of technologies that respects the environment;

Principle X: Companies are committed to fighting corruption in all its forms, including extortion and bribery.”Public Service appointed”: it is meant, according to art. 358 c.p, he who “for whatever reason it provides a public service”, defined, this one as activity disciplined by public law and authoritative acts, but characterized by the lack of authoritative and certified powers (examples of public charges are: teachers, university researcher and subjects covering high positions in universities, components of ASL commission in tenders, public transports workers, politicians, etc);