CODE OFETHICS

FOREWORD

BUILDING ENERGY S.p.A. (hereafter also “BUILDING ENERGY” or the “Company”), upon completion and in addition to what already indicated in the Company’s By-laws published on May 3, 2013, has summarized in this Code of Ethics the ethical values that pervade the corporate culture as well as the responsibilities taken in the course of its internal and external relations.

This Code of Ethics has been approved by BUILDING ENERGY (with resolution of the Board of Directors dated December 18, 2013) for the purposes of clearly defining the standards of behaviour required in the conduct of business.

The value and importance of the Code of Ethics are strengthened by the provision of specific responsibility of the Entities, as a result of the commission of criminal and administrative offenses pursuant to the Legislative Decree of June 8, 2001 n. 231, on the “administrative liability of legal persons, companies and associations without legal personality, in accordance with Article 11 of the Law of September 29, 2000, n. 300”.

I. CODE OF ETHICS

1.1 ADDRESSEES

The Directors, Statutory Auditors, Employees, Consultants, Members of Staff, Auditors, and all those who work, both domestically and in foreign countries, in the name and on behalf of BUILDING ENERGY (“Addressees”) are required to comply with the provisions of this Code.

The principles and provisions set forth herein exemplify the general duties of diligence, honesty and fairness that characterize the performance of work duties and the conduct which employees or members of staff are required to comply with.

Compliance with the requirements of the Code of Ethics is an integral part of the contractual obligations of the Employees, also pursuant to and by effect of section 2104 of the Italian civil code, whereas its breach by the Addressees constitutes, as the case may be, a disciplinary offense (punishable in accordance with applicable laws) and/or a breach of contract and may result in compensation for any damage arising from such breach towards the Company.

II. BASIC PRINCIPLES

2.1 INDIVIDUALS’ RIGHTS, DIGNITY AND INTEGRITY

The Addressees must recognize and respect the personal dignity, privacy and personality rights of any individual. Each Addressee works with colleagues of any nationality, culture, religion, race, gender and social class. We do not tolerate discrimination of any kind.

In performing their duties, the Addressees shall maintain a conduct inspired by transparency and moral integrity and, in particular, by the values of honesty, fairness and good faith.

The Company does not implement forms of conditioning that may in any way influence the declarations to be made to any judicial authorities.

2.2 COMPLIANCE WITH LAWS

The Company complies with the laws and regulations in force in Italy and in all the countries where it operates.

Each Addressee must diligently acquire the necessary knowledge of the laws in force in the countries in which it operates, as in force from time to time: no conduct contrary to the aforesaid principles will be tolerated, nor can the adequate or lack of knowledge of the same be justified in any way.

Each Employee observes, in addition to the general principles of diligence and loyalty pursuant to section 2104 of the Italian civil code, the requirements of conduct contained in collective agreements applicable to him/her.

2.3 PROFESSIONALISM, RESPONSIBILITIES AND COOPERATION

Each Addressee carries out his/her activities with the professionalism required by the nature of the tasks and duties performed, using his/her best endeavours to achieve the assigned objectives and assuming the responsibilities devolving upon him/her by virtue of his/her duties.

Each Addressee must carry out with diligence the necessary update and research activities.

The mutual cooperation between the parties involved in any capacity in a single project or production process is a fundamental principle for the Company.

The quality and efficiency of the business organization and the reputation of the Company are determined to a significant extent by the conduct of each Addressee who is therefore bound to contribute with his/her conduct to the preservation of these values.

2.4 HEALTH AND SAFETY IN THE WORKPLACE AND ENVIRONMENTAL PROTECTION

BUILDING ENERGY is extremely sensitive about the prevention of accidents and the protection of the safety and health of employees at work and has always devoted special attention to these issues.

The Company provides a working environment in accordance with applicable laws in force regarding health and safety, through monitoring, management, and prevention of risks related to the performance of its business activities.

BUILDING ENERGY, pursuant to the laws in force, implements and maintains, also through the activities of the Supervisory Board, a proper coordination between the obligations imposed by the laws on health and safety at the workplace and those referred to in Legislative Decree no. 231/2001.

BUILDING ENERGY requests to third parties with which it cooperates to comply with the provisions of law on environmental protection and requires the same to adopt the necessary measures to prevent the emission or discharge of pollutants in accordance with the law, with any authorization or with industry best practices.

2.5 TRACEABILITY

Each Addressee shall maintain adequate documentation of each transaction carried out in order to allow controls regarding the motives underlying any choice and the characteristics of the transaction itself, both in the authorization phase, and in the implementation, recording and verification stages.

2.6 CONFLICT OF INTEREST

The Addressees, in the performance of their duties, avoid any conflict of interest.

The following situations, amongst others, are to be considered as a conflict:

 – a concealed economic interest in the activities of Suppliers, customers, competitors;
– exploitation of one’s position to pursue interests in conflict with those of the Company;
– use of information acquired during the performance of work activities for his/her own benefit or the benefit of third parties and in any case contrary to the interests of the Company.

Any situation that is potentially capable of generating a conflict of interest or otherwise impair the ability of the Addressee to make decisions in the best interest of the Company, shall be immediately notified by the Addressee to the Supervisory Board and it will also determine the requirement for Addressees to refrain from any act connected with or relating to such situation.

2.7 PROTECTION OF TRADEMARKS, PATENTS AND INTELLECTUAL PROPERTY

Any unauthorized disclosure, distribution, reproduction, use, sale of intellectual property for any purpose, for any use and by any means is prohibited.

Any conduct intended to alter, counterfeit, use trademarks or distinctive signs and designs or projects, domestic or foreign, as well as any conduct intended to introduce into the territory of Italy industrial products with trademarks, or other altered or counterfeited distinctive signs, as well as the marketing of products with trademarks or distinctive signs which are misleading as to their origin, source or quality of the product, is also expressly prohibited.

III. HUMAN RESOURCES

3.1 GENERAL PRINCIPLES

The Company recognizes the significance of human resources as a key to the success of any business in a context of reliability and trust.

The staff is hired by the Company with regular employment contract and the employment relationship takes place in compliance with collective agreements in the sector and with laws on social security, tax and insurance.

The loyalty, competence, professionalism, integrity, preparation and dedication of the staff represent fundamental values and conditions to achieve the objectives of the Company. The Addressees must expressly and constantly take into account the respect for the person, its dignity and values, avoiding any discrimination based on sex, racial or ethnic origin, nationality, age, political opinions, religious beliefs, health status, sexual orientation and socio-economic conditions.

As part of the selection – conducted in compliance with the principles set out in this Code of Ethics, equal opportunities and without discrimination – BUILDING ENERGY operates so that the resources acquired correspond to the profiles actually required by the business, avoiding favouritism and concessions of any kind.

Any act of retaliation against any Addressees who refuse to engage in illegal conducts or who complain or report such conducts is prohibited.

As part of the development of human resources, BUILDING ENERGY is committed to creating and maintaining the conditions necessary to ensure that the skills, competencies, knowledge of each employee can be further expanded in order to ensure the effective achievement of business objectives. For this reason, BUILDING ENERGY pursues a policy of recognition of merit in respect of equal opportunities.

In this context, the employee is required to nurture and improve the acquisition of new skills, abilities and knowledge, as well as to operate, while performing his/her duties, in full compliance with the organizational structures, also in order to allow a correct and orderly activation of the chain of internal controls and the formation of a precise and detailed picture of the responsibilities.

 

3.2 REMUNERATION

Subject to compliance with mandatory rules, the system of remuneration, at any level, both in money and as benefits, must be guided by the principle on the basis of which the compensation is determined solely on the basis of assessments regarding the qualification, specific skills, experience acquired, proved merit and achievement of assigned goals.

The mere proposal of increases in remuneration, other benefits or career advancement, in return for activities inconsistent with the law, this Code and the internal rules and provisions, even if limited to jurisdiction, is prohibited.

3.3 COLLATERAL ACTIVITIES

Addressees are allowed to perform work activities, even occasional or without remuneration, outside BUILDING ENERGY provided that this does not hinder the performance of their duties towards the Company and provided that such activities do not adversely affect the interests or reputation of the latter.

In particular the provisions in this regard contained in the national collective agreements for the sector with the prohibitions on activities contained therein apply to employees.

3.4CORPORATE ASSETS

Corporate assets are used for reasons of service, pursuant to the laws in force.

 It is in no event allowed to use the company’s assets and, in particular, the computing and network resources for personal purposes and for purposes contrary to mandatory provisions of law, public order or morality, neither to commit or cause the commission of offenses or racial intolerance, the exaltation of violence and violation of human rights.

 No Addressee is permitted to make any recording or audio-visual, electronic, hardcopy, or photographic reproduction of business documents, except in cases where such activities fall within the normal performance of the duties assigned to him/her, or in case they are required and authorized.

 As regards in particular the IT equipment of the Company, it is expressly prohibited to engage in any conduct which may damage, alter, impair or destroy in any way the computer or telecommunication systems, computer programs and data. Each Employee is personally liable for any failure to comply with the ICT POLICY, described in the Company’s By-Laws, in particular, is responsible for maintaining the security of the above business assets, avoiding any fraudulent or improper use of the same as well as the disclosure, even to colleagues, of their user id and password.

The use of the property must be exclusively functional to the performance of business activities or for the purposes authorized by the heads of the departments concerned. It is expressly forbidden to use the company’s IT resources for consultation, access and, in general, for any activity which relates to sites containing child pornography.

3.5 ALCOHOL, SMOKING AND DRUGS

The use of drugs and alcohol abuse at the workplace is prohibited.

Smoking is not permitted in the workplace: each Addressee is obliged to inform the Supervisory Board appointed pursuant to Legislative Decree no. 231/2001 or his/her own head of department in the event that he/she is forced to endure second-hand smoke in the workplace .

 

IV. EXTERNAL RELATIONS

4.1 GIFTS, BENEFITS AND OTHER GRATUITIES

Addressees are prohibited from offering, delivering, promising or granting to third parties (public or private) directly or indirectly, even on occasions of festivity, any gifts, benefits or other gratuities, in the form of sums of money, goods or services.

Only gifts of modest value are allowed which are directly attributable to normal business courtesy and, in any case, which are not capable of giving the impression, to the other party or to a third and impartial outsider, that they are aimed at obtaining or granting undue advantages, or which may give, however, the impression of illegality or immorality.

In any case, such gifts should always be made in accordance with the rules contained in the company procedures and should be adequately documented.

Addressees are also forbidden to accept or receive from third parties (public or private) directly or indirectly, even on occasions of festivity, any gifts, benefits or other gratuities, in the form of sums of money, goods or services.

Any Addressee who receives donations or offers of donations that do not comply with the foregoing shall immediately inform the Supervisory Board appointed pursuant to Legislative Decree no. 231/2001, for the adoption of appropriate measures.

Addressees are in any case prohibited from soliciting the offer or grant, or the acceptance or receipt of gifts of any kind, including those of modest value.

Any Addressee who, as part of his/her duties, enters into contracts with third parties must ensure that such contracts do not provide for or involve donations in breach of this Code.

4.2 RELATIONSHIPS WITH CONTRACTING PARTIES

The relationships with the contracting parties are maintained in accordance with the fundamental principles set out in this Code and the rules of law applicable from time to time.

Any activities with regards to contracting parties must be conducted in accordance with principles of honesty, fairness, transparency and availability, and must be supported by the criteria of competence, professionalism, dedication and efficiency.

In particular, they must:
– establish relationships exclusively with counterparties which enjoy a proven respectable reputation, and whose ethical corporate culture is comparable to that of the Company;
– ensure transparency of the agreements and avoid signing contracts or agreements contrary to law;
– maintain transparent and collaborative relationships with counterparts;
– promptly report to the Supervisory Board any conduct of the other party that appears contrary to the ethical principles set forth in this Code.

4.3 RELATIONSHIPS WITH THE PUBLIC ADMINISTRATION

The relationship with the Public Administration and public institutions are conducted by the Directors or by the Officers or by the persons expressly authorized or delegated by them, in accordance with the provisions of this Code, having particular regard to the principles of fairness, transparency and efficiency.

For example, it is forbidden to promise, offer or in any way pay or provide funds, goods or other benefits (except in the case of gifts or items of limited value and in accordance with normal business practices), even as a result of undue pressure, on a personal basis to public officials (or spouses, relatives or persons related to them) with the purpose of promoting or furthering the interests of the Company.

The above requirements cannot be circumvented by using different forms of assistance or contributions, such as assignments, consultancy, advertising, sponsorships, employment opportunities, business opportunities, or of any other kind, etc. ..

It is also forbidden to:
– behave in a way as to improperly influence the decisions of officials acting or making decisions on behalf of the Public Administration;
– give or promise to give, solicit or obtain confidential information and/or documents, or otherwise likely to compromise the integrity or the reputation of one or both parties in violation of the principles of transparency and professional integrity;
– to cause the Company to be represented by an adviser or by a “third party” when there might be conflicts of interest, but in any case they, and their staff are subject to the same requirements that apply to the Addressees.

The behaviours described are prohibited both during the relationship with the Public Administration, and once these are completed, if conducted with regards to officials who have dealt with or made decisions on behalf of the Public Administration.

4.4 RELATIONSHIP WITH POLITICAL PARTIES, TRADE UNIONS AND OTHER INTEREST GROUPS

Any relations with political parties, trade unions and other interest groups are conducted by Company Representatives expressly authorized or by the persons delegated by them, in accordance with the provisions of this Code, with particular regard to the principles of impartiality and independence.

The behaviours and actions described in the preceding paragraph are prohibited in relations with those categories.

Allowed forms of cooperation which are strictly institutional and aimed at contributing to the implementation of events or activities, such as, conferences, seminars, studies, research, etc.. are allowed if not aimed at obtaining undue favours.

 

4.5 RELATIONSHIPS WITH SUPPLIERS OF GOODS AND SERVICES

The selection of Suppliers of goods or services and, in any case, the purchase of goods and services of any kind are made based on a shared decision-making process, on the basis of objective and documented criteria, based on the search for the best balance between economic benefit and performance quality.

In its relations with suppliers, the Company is guided by the principles of transparency, equality, fairness and open competition.

In particular, it is forbidden to give or promise money or other benefits to directors, general managers, managers responsible for preparing corporate accounting documents, auditors and liquidators (or persons employed by the same), in order to cause them to perform (or omit to perform) an activity, in violation of the obligations inherent to their office or their duty of loyalty.

The Addressees are required to:
– establish efficient, transparent and collaborative relations, while maintaining an open and frank dialogue in line with the best business practices;
– obtain the cooperation of Suppliers constantly ensuring the best balance between quality, cost and delivery times;
– require the enforcement of the agreed contractual conditions;
– request suppliers to abide by the principles of this Code of Ethics and include a special provision in the contracts;
– operate within the framework of the legislation in force and require strict compliance with the same.

4.6 RELATIONS WITH EMPLOYEES

In the context of relationships with Employees, the Addressees are required to:

– carefully evaluate the opportunity to avail of the services of external resources and select counterparties with adequate professional qualifications and reputation;
– establish efficient, transparent and collaborative relations, while maintaining an open and frank dialogue in line with the best business practices;
– obtain the cooperation of Employees constantly ensuring the best balance between quality of performance and cost;
– require the enforcement of the agreed contractual conditions;
– request Employees to comply with the principles of this Code of Ethics and include a special provision in the contracts;
– operate within the framework of the legislation in force and require strict compliance with the same.

4.7 PRIVACY

Compliance with privacy policies is a fundamental and necessary rule in any conduct put in place by the Addressees.

Each Addressee shall safeguard the confidentiality of the information and data acquired in the exercise of their employment. It is absolutely forbidden to use confidential information for purposes other than those for which it was disclosed, except if expressly authorized and always in strict compliance with the legislation on privacy in force and internal company rules.

The protection of information and data contained or stored in computer systems shall be ensured by the adoption of security measures appropriate for such purposes. The data and information collected are processed by automated tools for the time strictly necessary to achieve the purposes for which they were collected.

It is strictly forbidden to unlawfully use data or to allow unauthorized access.

4.8 ORGANIZED CRIME OFFENCES

BUILDING ENERGY shall refrain from maintaining any relationship whatsoever, even if indirectly or through a third party, with parties (individuals or legal entities) that are known or reasonably suspected of being part of or performing activities which support in any form criminal organizations of any kind, including those of the mafia, those involved in the trafficking of human beings or exploitation of child labour, as well as persons or groups acting for the purposes of terrorism, regarding as such any conduct that may cause serious damage to a Country or an international organization, carried out with the purpose of intimidating a population or compelling a government or international organization to perform or abstain from performing any act or destabilizing or destroying the fundamental political, constitutional, economic and social organization of a Country or an international organization.

V. COMMUNICATIONS

5.1 COMMUNICATIONS TO THIRD PARTIES

The information to third parties must be truthful, clear and transparent. Relations with the media are reserved exclusively to the responsibility and corporate officers delegated to it.

Addressees are expressly forbidden to provide information to representatives of the media or to undertake to provide them without the authorization of the competent corporate officer.

Addressees shall not offer payments, gifts or other donations aimed at influencing the professional activity of the media and must refrain from circulating false or misleading information, which are likely to deceive the outside community.

The Addressees assigned to provide to third parties news regarding the objectives, activities, business results, by participating in public events, conferences, congresses, seminars or writing articles, essays and publications in general, are required to obtain the authorization from the top management with regards to the texts, the reports drafted and the communication methods, agreeing and verifying the contents with the competent corporate officer.

It is therefore expressly forbidden to disclose confidential information relating to projects, negotiations, initiatives, agreements, commitments, even if forthcoming and uncertain, relating to the Company, which are not in the public domain.

5.2 CIRCULATION OF INFORMATION

All information obtained by the Addressees in the course of their employment are owned by the Company.

BUILDING ENERGY ensures the transparency of the choices made in the performance of its activities. The flow of information must be managed according to criteria of truth, accuracy and timeliness.

For such purposes, any information reports, both internal and external (to Suppliers, customers, institutional parties) must be prepared scrupulously and in accordance with such principles.

BUILDING ENERGY fulfils its legal obligations, including those in the field of communications, in respect of the relevant authorities, with particular reference to the Authority of supervision and control, and cooperates with such authorities in the performance of their duties in accordance with laws in force.

VI. ACCOUNTING DATA

6.1 ACCOUNTING RECORDS

BUILDING ENERGY requires compliance with all applicable regulations and, in particular, the rules relating to the preparation of financial statements and any type of mandatory administrative and accounting documents.

The accounting records are maintained in accordance with the principles of transparency, truthfulness, completeness, clarity, precision, accuracy and compliance with laws in force. Adequate documentation must be kept in support of each transaction, so as to allow a simple accounting record, the reconstruction of the transaction also back in time and the identification of any responsibility.

Accounting is based on generally accepted accounting principles and systematically detects the events resulting from the management of the Company.

Adequate supporting documentation must be kept for each accounting entry that reflects a corporate transaction.

This documentation must allow to identify the reason for the transaction that has generated the registration and relevant authorization. The supporting documentation must be readily available and stored according to appropriate criteria which shall allow easy access and consultation by both internal and external control bodies.

Addressees are required to cooperate to the proper and timely accounting recording of all management activities and to cause that management facts are represented correctly and in a timely manner, so that the administrative and accounting system can achieve its goals.

Addressees are required to promptly report both the existence of errors or omissions in the process of accounting recording of management facts and any conduct which is not in line with the provisions of this paragraph.

6.2 RELATIONS WITH CONTROL BODIES

BUILDING ENERGY bases its relationships with control bodies on the principles of utmost diligence, professionalism, transparency, collaboration, availability and full respect of their institutional role, giving timely and prompt execution to their requirements and any formalities required.

The data and documents are made available in a timely manner and in a language that is clear, objective and exhaustive in order to provide accurate, complete, correct and truthful information, avoiding and reporting in any case, in the most suitable form and manner, situations of conflict of interest.

6.3 MONEY LAUNDERING

BUILDING ENERGY performs its business activities in strict compliance with applicable anti-money laundering laws and regulations issued by the competent Authority, and to such purposes it undertakes to refuse to engage in suspicious transactions in terms of fairness and transparency.

Addressees are therefore required:

– to verify in advance all information available on business counterparts, Suppliers, Employees and Consultants with regard to their respectability and legitimacy of their business before entering into any business relationship;

– to avoid any involvement in transactions capable, even potentially, to facilitate money laundering from illegal or criminal activities, acting in strict compliance with primary and secondary anti-money laundering legislation and internal control procedures.

VII. RULES FOR THE CIRCULATION AND IMPLEMENTATION OF THE CODE

The Code is widely circulated internally and is available to any party dealing with BUILDING ENERGY.

The Code is affixed on the company notice board with adequate emphasis. A paper copy is circulated to the current and prospective employees on service, and is in any case brought to the attention of all Employees in an accessible place, in the most appropriate manner. It can also be requested to the Supervisory Board.

Subject to compliance with any safeguard measures provided by the laws or collective agreements in force and subject to the requirements of the law, the Supervisory Board is authorized to receive requests for information, complaints or reports of potential or actual violations of this Code. Any request for clarification, complaint or information will be kept strictly confidential in accordance with applicable laws.

The Supervisory Board operates in strict confidentiality and impartiality, authority, continuity, professionalism and autonomy. The Supervisory Board also operates with wide discretion and with the full support of the top management of the Company, with whom it cooperates in complete independence.

The same organism suggests updates to the Code of Ethics, also on the basis of the reports provided by the Addressees.

It is the obligation of each Addressee of this Code to report, without delay, any behaviour inconsistent with the principles of the Code of Ethics performed by any Addressee.

 The Company will ensure the confidentiality of the identity of the informant, subject to the requirements related to the performance of its duties by the Body, and will protect the informant from retaliation, unlawful influence, hardship and discriminations of any kind in the workplace, as a consequence of reporting a violation of the Code of Ethics.

VIII. DISCIPLINARY MEASURES FOR VIOLATIONS OF THE CODE

8.1 VIOLATIONS OF THE CODE OF ETHICS

Compliance with the rules contained in this Code shall be considered an essential part of the contractual obligations of the Employees of the Company, pursuant to Section 2104 of the Italian Civil Code, as well as of the Consultants, of the Collaborators of BUILDING ENERGY and of those who become recipients of this Code, with reference to the existing contract in force.

 

8.2 SUPERVISORY BOARD AND REPORTING 

Subject to compliance with any protective measure provided for by applicable laws or collective agreements in force and subject to the requirements of the law, the Supervisory Board is authorized to receive requests for clarification in relation to this Code.

Any violation of the principles and provisions contained in this Code of Ethics by the Addressees must be reported promptly to the Supervisory Board of the Company.

The reports to the Supervisory Board of BUILDING ENERGY can be made both by post to the following address:

Supervisory Board
Building Energy SpA
Via Tortona 15
20100 Milan di and
by e-mail to: odv@buildingenergy.it

Following the reports received, the Supervisory Board carries out its investigations, making use, if applicable, of the competent officers of the Company.

The Supervisory Board shall then inform the competent bodies of the imposition of disciplinary measures with regard to any ascertained violations of this Code.

All reports submitted to the Supervisory Board are handled in complete confidentiality, under penalty of removal from the appointment as members of the Supervisory Board.

Any good faith informants should be protected against any form of retaliation, discrimination, punishment, and in any case the confidentiality of their identity will be safeguarded, subject to the obligations prescribed by law and the protection of the rights of the Company or the persons accused wrongly or in bad faith.

8.3 PENALTIES

The Company, through the bodies and officers expressly appointed for such purposes, shall impose, with consistency, fairness, and uniformity, penalties proportionate to the violation of the Code and in accordance with applicable provisions on the regulation of work relations.

The penalties for the Employees of the Company are consistent with the measures set forth in the National Collective Labour Contract for Employees of Trading Companies, Service Companies and Service Industry Sector (hereafter CCNL) and are detailed in the Model of organization, management and control adopted by the Company.

Any breach by the Addressees will be notified promptly and in writing to the Supervisory Board by anyone who becomes aware of the same. These offenses are punished by the competent bodies according to internal company rules and as expressly provided in the relevant terms of the contract, and in any case with the application of agreed penalties, which may include the immediate termination of the contract (pursuant to Section 1456 of the Italian Civil Code), without prejudice to the right to compensation of damages.