Code of ethics

Approved by resolution of the Board of Directors on 21/4/2020



Cogenio S.r.l. (hereinafter, “Cogenio” or the “Company”) as well as observing the laws and regulations of all the countries it operates in, recognises the importance of having a system to ensure that the ethical values of fairness and integrity, key concepts in its organisation, are observed and complied with in the conduct of its business and company activities.

The multiplicity of situations and “Stakeholders”which the Company works with, as well as the knowledge that a company is valued not only by the quality of its services and/or products, but also on the basis of its ability to produce value and create well-being, add to the importance of clearly defining the ethical values and responsibilities that Cogenio recognises, accepts, shares and adopts.

Accordingly, this code (hereinafter referred to as the “Code of Ethics” or “Code”),has been drawn up as an additional tool to the rules of conduct envisaged by law and expresses the commitments and ethical responsibilities assumed by those who, in various ways, collaborate in the realisation and pursuit of Cogenio's corporate purpose.

Compliance with this Code by employees, collaborators, company representatives, as well as third parties with whom the Company has relations, is essential to ensure that business is based on the principles of fairness, transparency, diligence, honesty, mutual respect and loyalty.

This Code also constitutes an integral part of the Company's organisational, management and control model, including with reference to Legislative Decree no. 231 of 8 June 2001.

1.1 Definitions

In this Code, the following expressions shall have the meaning set forth below:

“Code” this code together with any annexes, as supplemented or amended from time to time.
"Collaborators" parties who have agency, representation, commercial distribution or other coordinated and continuous collaboration relationships with Cogenio, mainly individual and without subordination (such as, by way of non-limiting example, freelancers, temporary work; placement; summer orientation traineeships) or any other relationship covered by art. 409 of the Italian Code of Civil Procedure, occasional employment.
“Intended Recipients” persons to whom the provisions of this Code apply and, in particular, Employees, Managers, Collaborators and Company Representatives.
“Employees” persons who have an employment relationship with Cogenio (including executives), including temporary or part-time workers (as well as workers on secondment or having different employment arrangements pursuant to Law No. 30 of 23 February 2003).
“Company Representatives” as in office at the time, the Chairman, members of the administrative body, the control bodies, the executive committee (if any), the general managers (if any), as well as any other persons in a top management position, meaning any person who holds positions of representation, administration or management in Cogenio pursuant to Italian Legislative Decree no. 231/2001; to this end, it should be noted that, for the purposes of Legislative Decree 231/2001:
  • a person in a top management position is considered to be a person who holds positions of representation of the Company (e.g. the Chairman of the Company), as well as administration or management of the Company (e.g. directors and general managers) or of an organisational unit with financial and functional autonomy;
  • with regard to health and safety at work, a person in a top management position is considered to be the person who holds powers to manage the entity (for example, the employer and/or the functional delegate pursuant to art. 16 of Legislative Decree 81/2008); it is understood that the above functions may also be carried out in an organisational unit with financial and functional autonomy (for example, the director of an establishment with autonomous management powers).
“Managers" each department manager of the Company, with financial and/or functional autonomy as per the organisation chart in force.

1.2 Scope and effectiveness of the Code

The provisions of the Code apply to the Company and therefore, without exception of any kind, it is binding on the Intended Recipients, without prejudice to application of the mandatory legal and contractual regulations (including national, local and corporate collective labour contracts) applicable from time to time.

This Code also applies to third parties with whom Cogenio has relations, in accordance with the law or agreements stipulated therewith.

In order to ensure that all those with whom Cogenio has relations are aware of, understand and observe the values and principles of this Code, the Company undertakes to publicise and make it accessible through appropriate information tools and procedures.

1.3 Effectiveness of this Code on Intended Recipients and third parties

The Company promotes application of the fundamental principles set out in this Code by the Intended Recipients and third parties with whom it has relations, also by including specific clauses in the respective contractual forms and outlines, which establish the obligation to comply with the provisions of the Code in the context of their business and/or organisation.

Consequently, any infringement of the principles and rules of conduct set forth in this Code, in addition to undermining the relationship of trust with Cogenio, constitutes a breach of contract and/or a disciplinary offence and may lead, if necessary, to disciplinary action being taken as well as compensation for any damage caused to the Company by such infringement.

The Company undertakes to provide for and impose sanctions proportionate to the respective infringements of the Code in accordance with the provisions in force concerning the regulation of employment relations. consistently, impartially and uniformly.

The set of ethical principles, values and rules of conduct set out in this Code shall inspire the Intended Recipients’ work both in their internal relations and in relations with third parties (so-called external relations). All the Intended Recipients are required to comply with and, to the extent of their remit, ensure compliance with the principles outlined in the Code. Under no circumstances shall the claim to act in the interest of the Company justify conduct counter to the principles set forth herein and, in general, with laws and regulations.

II Fundamental ethical principles

This Code of Ethics is based on a number of general ethical principles, the value of which is such that they must be considered fundamental in all conduct and at every moment in the life of the company.

All actions, operations and negotiations carried out and, in general, behaviour adopted at work is inspired by values of ethical integrity, protection of human rights, transparency, honesty and fairness in constant compliance with the law, regulations and statutory provisions. In no way may the belief of acting for the benefit or in the interest of the Company justify conduct contrary to the principles and contents of the Code.

the Intended Recipients must make an appropriate contribution, in a committed and rigorous manner, in proportion to their functions and responsibilities, to guarantee and safeguard Cogenio's prestige and reputation.

The Company, in addition to making a commitment to the ethical principles set out in this Code, requires third parties to behave in accordance with these values.

All the Intended Recipients must comply in their actions and conduct with the principles and contents of the Code within the remit of their functions and responsibilities, in the knowledge that compliance with the ethical principles defined in this Code is an essential part of the quality of their work.

Cogenio's business is based on the following fundamental ethical principles: legality, morality and professionalism, dignity and equality, transparency and confidentiality.

2.1 Legality

Compliance with the law, in Italy and abroad, with the codes of ethics adopted by trade associations or national or international (including non-governmental) bodies which Cogenio belongs to, as well as compliance with the provisions of the Articles of Association, are the key value which the company's business is founded on.

Within the scope of their functions, the Intended Recipients are required to comply with the provisions of the legal system where they operate (Italy, European Union or Third-Party Countries) and must in any case refrain from infringing the law. Compliance with legal precepts increases trust and safeguards the Company's internal and external relations.

To this end, each Intended Recipient commits to diligently familiarise with the applicable laws in the performance of their functions, as in force at the time, applying them with rectitude and fairness.

2.2 Morality and professionalism

The quality and efficiency of the company organisation as well as the of the Company’s reputation are an invaluable asset and are substantially determined by the behaviour of each Stakeholder. the Intended Recipients must therefore, through their conduct, help to safeguard this heritage and, in particular, the Company’s reputation, both in the workplace and elsewhere.

Specifically, in carrying out their functions, the Intended Recipients promise to act with moral integrity, transparency, consistency and fairness, conducting all relations honestly, taking into account the various relevant social, economic, political and cultural contexts.

the Intended Recipients are required to act, in whatever situation, with the professionalism, honesty, fairness and good faith required by the nature of the tasks and functions performed, making the utmost effort to achieve the objectives assigned and assuming the responsibilities resulting from their duties.

2.3 Dignity and equality

Cogenio safeguards individual freedom, in all its forms, and repudiates all forms of violence, corruption, forced or child labour, as well as all forms of discrimination based, inter alia, on gender race, religion, political ideologies, language, sexual orientation, marital status or cohabitation.

The recognition and protection of the dignity, freedom and equality of human beings is given special consideration in its business activities.

In this regard, the Intended Recipients acknowledge and respect the personal dignity, privacy and personality rights of all individuals, regardless of nationality, culture, religion or race, and also guarantees equal opportunities.

Diversity is seen as an opportunity to be exploited in terms of innovation and development through dialogue and the exchange of opinions, ideas and experiences.

2.4 Transparency and confidentiality

Company management must be clear and verifiable; as a result, those operating in the interest of the Company must ensure transparency, processing the information in their possession promptly and implementing communication and information procedures inspired by the precepts of clarity, completeness, accuracy and discussion.

Transparency, both in acting and communicating, is a central element of trust for Stakeholders. Communication, in particular, must be simple, comprehensible and truthful and, if made public, easily accessible to all.

Without prejudice to the requirement of transparency of the activities carried out and the information obligations imposed by the provisions in force, the Intended Recipients are bound to keep any information learned in the performance of their duties confidential.

The information and knowledge acquired or processed during the performance of work activities may not be used, communicated or disclosed without the prior authorisation of the Company and in compliance with the procedures provided for such purpose.

III. External Relations

3.1 Donations, benefits or other perks

Within the scope of their functions, the Intended Recipients may not offer or give unauthorised donations, benefits or other perks (including in the form of sums of money, goods or services of various kinds) to third parties (or their spouses, relatives or the like up to the fourth degree) or accept or receive them from third parties, directly or indirectly, even on festive occasions with the exception of donations of modest value directly attributable to normal commercial courtesy and in any case such as not to create, in the other party or unrelated and impartial third party, the impression that they are aimed at acquiring or granting undue advantages, or such as to create the impression of illegality or immorality.

It is, in any case, forbidden for the Intended Recipients to solicit the offer or grant, acceptance or receipt, of donations of any kind, even if of modest value.

Any Intended Recipient who, as part of their duties, enter into contracts with third parties must ensure that such contracts do not provide for or imply donations in infringement of this Code.

3.2. Participation in associations, initiatives, events or external meetings

Participation in associations, initiatives, events or external meetings is encouraged by Cogenio on condition that it is compatible with the performance of the work or professional activity. The following are considered as such:

  1. participation in associations, conventions, congresses, seminars, courses;
  2. the drafting of articles, essays and publications in general;
  3. participation in public events in general.

In this regard, management and employees called upon to illustrate or provide external data or information regarding the Company's objectives, activities, results and points of view are required to obtain authorisation from their Supervisor and to agree on the contents with the departments concerned.

3.3 Customer and consumer relations

The success of Cogenio as a company is associated with the high-quality standards and competitive conditions it offers, all in compliance with the legislation implemented to safeguard fair competition.

Customer loyalty and trust, both in the public and private sectors, are a Company characteristic and constitute its heritage, safeguarded and supplemented by easily accessible methods of interface. Customer relations must be set up by the Intended Recipients in a context of legality and morality, ensuring complete and immediately comprehensible information so as to consolidate customer esteem.

To this end, the Intended Recipients are bound to carry out their business with customers in a skilled, accurate, prudent, wise, dedicated and efficient manner, in addition to complying with the ethical principles set out in this Code.

Contractual relations with customers and the contractual regulations governing them, must be based on compliance with current legislation, without any elusive or, in any case, unfair practices, avoiding any form of influence. Specifically, considering the industry the Company works in, the Intended Recipients and all those bound by this Code, promise to act towards consumers in compliance with the established principles and legislation on the matter.

3.4 Relations with suppliers and collaborators

In its relations with suppliers Cogenio promises to seek suitable professionalism from suppliers and external collaborators, compliance and agreement on the fundamental principles contained in this Code, bearing in mind the relevant legal, social, economic and cultural framework.

Without prejudice to intuitus personae, assignments, to be assessed on a case-by-case basis and in practice, in compliance with current regulations, the Intended Recipients, within the scope of their duties, must comply with the following rules:

  1. each Employee or Collaborator must inform his or her Supervisor of any personal interest in the performance of his or her duties, which may give rise to a conflict of interest;
  2. in the case of competing bids, suppliers may not be favoured or obstructed and must in any case be judged in a correct and fair manner, using objective evaluation and selection criteria for such purpose and in a transparent manner. the Intended Recipients may not therefore preclude candidate suppliers having the qualification requirements as indicated by the Company, from being granted the supply in question;
  3. invitations to non-work events of counter-parties may only be accepted if the reason and scope of the invitations are appropriate and a refusal would undermine the general duty of courtesy;
  4. the Intended Recipients may not grant personal orders as a result which they may obtain undue advantage, to persons with whom they have professional relations.

In the event that the supplier behaves in breach of the principles of the Code, any other opportunities to work with Cogenio may be precluded.

3.5 Relations with Authorities and Public Institutions.

In its relations with public institutions, in Italy and in the countries where it operates, Cogenio's objective is to stand out for its long-term reliability, its constant willingness to communicate transparently and to provide truthful information in a precise and timely manner.

Relations with public institutions and other legally established entities are handled exclusively by the Company Representatives authorised to do so, in compliance with the provisions of the Code, as well as the Company's Articles of Association and special laws, with particular regard to the principles of transparency and efficiency.

Making, inducing or encouraging false statements to the Authority is prohibited.

3.6 Relations with regulatory authorities

Cogenio’s business is subject to the regulatory power of the competent Authorities.

In the course of any relationship with the competent Authorities, all conduct must be correct, transparent and traceable.

Such relations are handled exclusively by specifically designated Intended Recipients.

In any case, the following actions must not be taken (directly or indirectly) in the course of any request or relations with the Competent Authorities:

  1. unduly influence the decisions of the other party, including those with negotiating and decision-making power on behalf of the Authority;
  2. consider or offer employment and/or commercial opportunities that could benefit those working on behalf of the competent authorities;
  3. offer or provide gifts or other donations that are not of modest value and do not comply with the relative rules established by the Company;
  4. solicit or obtain confidential information above and beyond that permitted by law.

Cogenio has adopted an approach of loyal cooperation with the Authorities and the regulatory institutions, complying with their requests, providing the relevant information and making its technical knowledge available to facilitate regulatory requirements.

3.7 Relations with political and trade union organisations

Relations with political and trade union organizations are handled by designated Employees and Company Representatives in compliance with the provisions of this Code, as well as the Company's Articles of Association and special laws, with particular regard to the principles of impartiality and independence.

The Company may contribute to financing political parties, committees, public organisations or political candidates provided that it complies with current legislation.

3.8 Relations with the media

Cogenio is committed to providing truthful, transparent, prompt and accurate information to the outside world.

Relations with the press, television and in general with the mass media, both national and foreign, are handled exclusively by designated employees and Company Representatives.

All external communications, as well as the information to be provided, must be authorised in advance in accordance with company procedures in force at the time.

3.9 Competition

Cogenio recognises the importance of operating in a competitive market, in compliance with the Community principles of competitiveness and competition; it is therefore forbidden to behave or adopt practices which could give hinder and/or limit competition.

the Intended Recipients are required to comply with fair competition and antitrust regulations.

In order to prevent infringements of the aforesaid legislation, Employees, Company Representatives and Collaborators are obliged to report conduct that has the object or effect of preventing competition on the market.

IV. Human Resources

4.1 Selection, growth and professional training

Cogenio recognizes the central role of human resources in achieving corporate objectives and, consequently, adopts procedures and methods of selection, recruitment, training and management based on respect for human values, autonomy and responsibility of workers.

It is in the Company's interest to develop the potential of its employees and collaborators, promoting an environment, procedures and work organization that are constantly characterised by:

  1. respect, including in the selection of personnel, of the personality and dignity of each individual, avoiding at all times the creation of embarrassment, hostility or intimidation;
  2. the prevention of discrimination, unfair influence or abuse of any kind;
  3. encouragement of the innovative and entrepreneurial spirit;
  4. the definition of roles, responsibilities, powers and the provision of appropriate information so that each member of the organisation can make the decisions within his /her remit in the interests of the Company;
  5. the enhancement and development of the Intended Recipients’ skills and abilities, including through the organization of training and professional refresher sessions.

The Company sets out to offer all workers the same job opportunities without prejudice to full compliance with the relevant legal and contractual regulations.

To such purpose, it is committed to ensuring that all employees receive fair treatment in terms of regulations and remuneration, based solely on merit and skills.

The Company acknowledges its employees’ right to join trade unions or other forms of representation in accordance with current legislation, promising to dialogue with the latter in order to satisfy, as far as possible, any needs expressed by its employees.

4.2 Dignity of the person

Respect for the person is a key concept for the Company, which is committed to protecting individuals’ physical integrity and moral dignity in all aspects of working life.

Systematic discrimination, humiliation, psychological violence or mobbing of collaborators or colleagues, for whatever reason, is forbidden inasmuch as detrimental to human dignity. To such purpose, hierarchical and organisational authority is exercised fairly and without abuse.

Any kind of abusive exploitation of employees and collaborators is prohibited, as well as any form of forced labour or psychological and physical coercion.

Cogenio is opposed to any form of child labour prohibited under national and international legislation on the minimum working age.

Within the working environment, the Intended Recipients must conduct themselves in a professional, orderly and respectable manner. No sexual harassment, intimidation or threats, or behaviour that may offend a person's sensibilities will be tolerated, without exception.

Cogenio is also committed to removing physical barriers jeopardising the possibility or ability to work of those with disabilities.

4.3 Alcoholic substances and narcotics; smoking

the Intended Recipients must personally contribute to promoting and maintaining a climate of mutual respect in the workplace; particular attention should be paid to respecting the sensitivity of others.

Being under the influence of alcohol, drugs or substances with similar effects during work or in the workplace will be considered as a conscious assumption of the risk of prejudicing such environmental conditions.

The use of drugs or alcohol in the workplace is therefore prohibited.

Cogenio will pay particular attention to the needs of those who experience physical discomfort due to the presence of smoke in work situations and who ask to be protected from contact with "passive smoking" in the workplace, without prejudice to the regulatory provisions on smoking in the workplace.

V. Conflict of interest

Cogenio recognizes and respects the Intended Recipients’ rights to participate in investments, business or collateral activities, to the extent that they do not prejudice the performance by the same of their work activities for the Company.

the Intended Recipients must, in any case refrain from carrying out collateral activities (including unpaid activities) that are in conflict with specific obligations they have undertaken towards the Company or in any case against the law.

In performing their duties, the Intended Recipients are required to avoid and, in any case to report, situations of conflicts of interest between their personal and family economic activities and the offices they hold within the structure or body to which they belong.

By way of example, conflicts of interest may be determined by the following situations:

  1. accepting corporate positions or carrying out work of any kind for customers or suppliers;
  2. economic or financial interests of the Intended Recipients or their families in the supplier’s or customer’s business (such as, for example, the purchase of qualified, direct or indirect equity investments in the share capital of such entities).

In general, the Intended Recipients are required to avoid any situations or activities in which a conflict with the interests of the company may arise or which may interfere with their ability to make impartial decisions in the best interests of the company and in full compliance with the principles and contents of the Code or, in a general sense, to correctly perform the functions and responsibilities covered.

Any situation potentially likely to generate a conflict of interest, or in any case to prejudice the ability of the Intended Recipients to make decisions in the best interests of the Company, must be immediately communicated to their Supervisors.

This is without prejudice to the regulations governing conflicts of interest of members of management and control bodies in accordance with the law.

Any Cogenio representative who accepts the role of director (or member of the management board) in another company, must inform, at the start of the meeting of the board of directors (or of the management board) of such company, the other directors (or members of the management board) and the board of statutory auditors (or the supervisory board), the possible presence of interests of the aforesaid company in a certain transaction, specifying, where present, the interest, nature, origin or scope of the transaction.

VI. Accounting and internal controls

6.1 Accounting records

Accounting transparency is a fundamental prerequisite for efficient control, as is keeping accounts in a truthful, complete, clear, precise and accurate manner in compliance with current regulations.

Adequate probative documentation must be kept for each transaction, so as to enable easy recording in the accounts, reconstruction of the transaction and the identification of any responsibilities.

the Intended Recipients are bound to cooperate in the correct and prompt recording of all management activities in the accounts.

The presentation of appropriate probative documentation is also required of the Intended Recipients when compiling expense accounts for reimbursement.

6.2 Internal controls

Cogenio is committed to promoting and maintaining an appropriate internal control and risk management system, namely a set of tools for directing, managing and verifying business activities so as to ensure compliance with laws and company procedures, safeguarding company assets, and managing business optimally and efficiently.

The Company’s functioning and operating efficiency requires such system to work correctly at all levels; a system of internal controls is therefore provided to ensure this, with a view to guiding the organization.

The internal control and risk management system is subject to checks and updates over time, to ensure that it is constantly able to control the main risk areas of the company's business.

Within the limits of the functions and tasks assigned, the Intended Recipients are responsible for the definition and correct functioning of the control system, as well as the company assets assigned (tangible and intangible) instrumental to the activities they carry out.

6.3 Information reports

The circulation of information must be managed according to criteria of truthfulness, accuracy and timeliness. To this end, information reports, both internal (intended for colleagues, collaborators, shareholders) and external (intended for customers, suppliers, institutional interlocutors) must be drawn up with the utmost care and in compliance with such principles.

The Company also complies with legal obligations, including those relating to communications towards the competent authorities and collaborates with such authorities in the performance of their functions in accordance with current legislation.

6.4 Liquidation of companies

the Intended Recipients who are called upon to act as liquidators (including de facto liquidators) are required to behave with the utmost loyalty and fairness in carrying out liquidation operations.

In particular, the Company stresses the duty not to proceed with the distribution of the company's assets to shareholders until the company's creditors' claims have been satisfied or the necessary resources have been set aside for such purpose.

VII. Business policies

7.1 Protection of the environment and biodiversity

Cogenio is committed to contributing to the development and well-being of the environment it operates in, constantly safeguarding the communities affected by the Company's business.

Such business must be conducted in accordance with national laws, regulations, administrative practices and policies relating to environmental protection and public safety.

The Company contributes specifically with regard to its areas of business, to the promotion and development of scientific and technological research to safeguard resources and the environment, promoting the sustainable development of the community through use of the best available technologies, constant monitoring of business processes, and the identification of solutions with the lowest environmental impact in terms of choice of materials, resources and supplies.

All Intended Recipients are required, as part of their duties, to actively participate in the process of risk prevention and environmental protection.

7.2 Relations with the public and local community

Cogenio recognises the importance of acceptance by the communities it operates in and sets out to conduct its investments with an eye to the environment, the landscape and the interests of local and national communities, limiting impact on the local community where possible.

The Company considers preventive dialogue with local institutions as crucial to preventing conflict and converging the need to develop business with the requests expressed by the institutional representatives of local communities.

The Company is therefore willing to find agreed solutions, taking into account the characteristics of the area and the safety of the service and/or goods provided, as well as the more general interests of the community for the efficiency and cost-effectiveness of the service.

The Company sets itself goals and implements policies to support social, humanitarian and cultural initiatives and contribute to the enrichment of the economic, intellectual and social heritage of each town and community it operates in, constantly monitoring their needs.

7.3 Safeguarding health and safety in the workplace

Cogenio pays particular attention to creating and maintaining a safe and healthy working environment in all its establishments, in accordance with the relevant directives and legislation.

Decisions regarding health and safety at work, of any kind and at any level, are made by the Company based on the following principles and criteria:

  1. avoiding risks;
  2. assessing risks that cannot be avoided;
  3. countering risks at source;
  4. adapting the work to man, in particular as regards the design of workplaces and the choice of work equipment and working methods, in particular to mitigate monotonous and repetitive work and to reduce the effects of such work on health;
  5. taking account of the degree of technical development;
  6. replacing what is dangerous with what is safe or less dangerous;
  7. planning prevention, aiming at a consistent system integrating method, work organisation, working conditions, social relations and the influence of factors in the working environment;
  8. giving collective protection measures priority over individual protection measures;
  9. giving appropriate instructions to workers.

The responsibility of the Intended Recipients towards their collaborators and colleagues entails taking the utmost care to prevent the risk of accidents.

To this end, the technical planning of workplaces, equipment and processes must be based on the highest level of compliance with current regulations on safety and hygiene at work.

the Intended Recipients must pay the utmost attention in carrying out their activities, strictly observing all established safety and prevention measures, in order to avoid any possible risk for themselves and their collaborators and colleagues.

To such purpose, Cogenio is committed to spreading and consolidating a culture of safety by developing risk awareness and promoting responsible behaviour by all Intended Recipients; it also works to maintain, especially through preventive actions, the health and safety of workers.

All the Intended Recipients are informed about the risks present in the company and the procedures and behaviour to be adopted in order to prevent and avoid them.

In particular Cogenio undertakes to:

  • organise training and refresher courses for the personnel in charge of risk management and prevention;
  • inform all the Intended Recipients of the prohibitions, behaviour and procedures to be followed in terms of health and safety at work.

7.4 Intellectual Property

Cogenio promotes research and innovation activities by Employees and Company Representatives within the scope of the functions and responsibilities covered.

Research and innovation are dedicated in particular to the promotion of products, tools, processes and behaviour increasingly aimed at energy efficiency, the reduction of environmental impact, attention to the health and safety of employees, customers and communities where the Company operates and, in general, the sustainability of business.

the Intended Recipients are required to actively contribute, within the scope of the functions and responsibilities covered, to the governance of intellectual property to enable its development, protection and enhancement.

Employees promise to comply with the laws relating to patents, copyrights, trademarks, trade secrets, etc., protecting the intellectual property rights of companies and individuals.

Software protected by copyright and used by Employees for Company activities may not be reproduced, with the exception of copies made for back-up purposes, nor may they be reproduced for the Employee's personal use. The use of unauthorized software on computers owned or leased by the Company is prohibited.

7.5 Safeguarding company assets

the Intended Recipients are required to safeguard the company's assets, whether movable property, real estate, technological resources or IT, equipment, company products, Cogenio information and/or know-how.

Specifically, the Intended Recipients must:

  1. use Company assets in accordance with Company policies, scrupulously observing all security programmes to prevent the unauthorized use or theft thereof.
  2. avoid improper use of company assets that could cause damage or reduce efficiency or which are, in any case, in conflict with the Company's interests;
  3. keep confidential information concerning the Company secret, avoiding disclosure to third parties;
  4. scrupulously comply with the company's security policies, in order not to jeopardise the functioning and protection of information systems;
  5. not send threatening and insulting e-mail messages, use impolite or unprofessional language, make inappropriate comments that may offend individuals and/or damage the company image;
  6. keep their personal credentials for access to company databases confidential and not disclose them to unauthorized third parties;
  7. not reproduce company software for personal use or use the tools provided for private purposes.

the Intended Recipients are responsible for safeguarding the resources entrusted to them and must promptly inform their Supervisors of potentially damaging events.

The Company's good reputation and image are essential intangible resources.

For this reason, the Intended Recipients promise to act in compliance with the principles dictated by the Code in relations between colleagues, customers and third parties in general, maintaining a decent demeanour in compliance with the standards common to companies of Cogenio's size and importance.

VIII. Information and confidentiality

8.1 Protection of business secrets

Without prejudice to the principles of transparency of the activities carried out and the information obligations imposed by this Code, the Intended Recipients are required to ensure appropriate confidentiality for each item of information learned in the course of their work.

The information, knowledge and data acquired or processed in the course of or during relations with the Company belong to Cogenio and may not be used, communicated or disclosed without specific authorisation and in compliance with specific procedures.

The concept of confidential information includes all data, knowledge, deeds, documents, reports, notes, studies, drawings, photographs and any other material relating to the company's organisation and assets, commercial and financial transactions, as well as legal and administrative proceedings relating to the Company.

The obligation of confidentiality remains in force even after termination of the relationship with the Company, in accordance with current legislation.

Any confidential information must be stored in a place inaccessible to unauthorized persons.

In any case, the Intended Recipients are forbidden to use for their own profit or that of others information they have acquired on account of their office.

8.2 Protection of personal data

In carrying out its activities, Cogenio processes personal data of the Intended Recipients and third parties.

To this end, any information relating to a natural or legal person, body or association, identified or identifiable, even indirectly, by reference to any other information, shall be considered "personal data".

Cogenio undertakes and guarantees that personal data will be processed in a lawful and correct manner, as provided for by the regulations in force. In particular, the relevance of the data processing with the declared and pursued purposes is guaranteed, in the sense that the personal data will not be used in violation of the law for secondary purposes without the consent of the data subject.

Consequently, the processing of personal data is allowed by authorized personnel only and in compliance with internal rules and procedures.

To this end, the Intended Recipients undertake, within the scope of their functions, to ensure that the data subject to processing is processed in accordance with the principles of this Code.

IX. Implementation provisions

9.1 In general

In order to comply with the principles set out in this Code, Cogenio ensures:

  1. the maximum dissemination and awareness of this Code;
  2. the uniform interpretation and implementation of this Code;
  3. the performance of checks on reports of violation of this Code and the application of sanctions in the event of violation of the same in accordance with current legislation;
  4. the prevention and repression of any form of retaliation against those who contribute to the implementation of this Code;
  5. the periodic updating of this Code, on the basis of needs arising at the time in the light of the activities indicated above.

Without prejudice to the powers attributed to the corporate bodies pursuant to law, as well as those of the Body, all Employees are required to implement and collaborate in the implementation of the Code, within the limits of their powers and functions.

9.2 Clarification, complaints and information

Without prejudice to any protection provided for by law or collective agreements in force and without prejudice to legal obligations, any requests for clarification, complaints or information of potential or current breaches of this Code may be addressed to the relevant function or corporate body or, failing that, to the administrative body.

Any request for clarification, complaint or information will be kept strictly confidential in accordance with applicable law.