Approved by the Board of Directors on 4th December 2018

Intrauma S.p.A. (after named the Company), to the extent of its own statutory activity, considered to adopt pursuant the legislative decree 8th June 2001 nr. 231 (after named: “Legislative decree 231”), this code, that identifies, together with the Model of organization, administration and control, a set of disciplinary measures and procedures suitable to reduce the risk of committing a crime within the company organization.

The Company, in order to define the reference values of its business activity, defines this Ethical Code, which must lead, both in Italy and abroad, all Receivers’ business choices, as identified below.
For this purpose, within each contractual relationship specific reference should be made to contents of this Ethical Code, together with predictions of the Model of organization, administration and control pursuant to Legislative decree 231/2001, in order to induce the contractual counterparts to comply with the predictions contained therein.

The predictions of this Ethical Code apply, without any exception, to each participant of the Company and, therefore, to company representatives, to employees, collaborators, customers, suppliers and to all those who, directly or indirectly, permanently or temporarily, operate with the same (collectively defined as “Receivers”).
Each Receiver must observe the contents of Ethical Code as part of his/her own duties and responsibilities and any violation constitutes a disciplinary offense.
The Ethical Code, as a manifestation of business values, prevails over any introduced circular or procedure, which result in contrast.
Each Receiver must know the contents of Ethical Code and, in case of doubts and uncertainties about contents and predictions, must be informed in order to understand the meaning.
The Function Managers are required to verify the Receivers’ compliance of the predictions established in the Ethical Code, of which they must verify the correct transposition, implement and promote the suitable measures to prevent violations. If they see contrary conducts with the dictates of this Ethical Code, they are required to inform the Supervisory Body.


4.1 Respect of the law
The Company recognizes, as an unavoidable principle, the compliance with the legislation in force in all countries where it operates.
The Receivers must be aware of all regulations concerning their own actions within company activities. In case of doubts, the body will have to take the responsibility to inform Receivers on how to proceed.
The body must also ensure Receivers’ constant training and awareness respecting predictions of the Ethical Code and consequences of application.

4.2 Correctness, loyalty and collaboration
Correctness is a fundamental principle for all company activities and constitutes an unavoidable element of company management.
The Receivers’ behaviour in carrying out their own activities must be based on criteria of correctness, collaboration and loyalty, allowing everyone to carry out their own duties in an atmosphere of serenity and without conducts that take on disparaging or disqualifying values or to prevent exercise of their activities. Everyone must be respected on the work he/she does.
The Company requests that in internal and external work relationships there are no harassment of any kind, such as the creation of a hostile work environment for single workers or groups of workers, the unjustified interference with the work of others or the creation of obstacles and impediments to professional prospects of others.

4.3 Impartiality and the non-discrimination principle
The Company, in all decisions that affect relationships with the Receivers or in any case with any interlocutor, undertakes to avoid any discrimination based on age, sex, sexuality, health, race, nationality, political opinions and religious beliefs.

4.4 Conflict of interests
The Receivers must avoid situations or activities that may lead to conflicts of interest or could interfere with their own ability to make impartial decisions, i.e. all those situations where the pursuit of personal interest is contrasting to Company’s interests or objectives as well as all cases in which each Receiver can take advantage or improper profit due to the knowledge related to his business activity.
In the event of conflict of interests, the Receivers must refrain from competing, directly or indirectly, in any decision or deliberation concerning the matter to which the conflict relates, expressly declaring their situation.

4.5 Principle of loyalty
The Company maintains a relationship based on trust and mutual loyalty with each Receiver. All Receivers must consider compliance with the Ethical Code as an essential part of their social obligations. The obligation of loyalty implies for employees the prohibition to:

  1. assume occupations with employment relationships to third parties, consultancy assignments or other responsibilities on behalf of third parties that are incompatible with the activity carried out for the Company, without the prior written authorization, during the continuation of the contractual relationship;
  2. carry out activities contrary to the Company’s interests or incompatible with official duties.

4.6 Human resources
The Company recognizes the centrality of human resources and the importance to establish and maintain with them relationships based on mutual trust. Therefore, in the management of work and collaboration relationships, it inspires to the respect of workers’ rights and the full exploitation of their contribution in the point of view to favour their development and professional growth. In particular, staff selection, retribution, training and career advancements must be based on predetermined and objective criteria, inspired to correctness, impartiality and merit. Assumptions are carried out in compliance with the law.
Each employee has the right to perform duties for which he/she was hired, consistently also with objectives to be achieved and in view to allow professional growth. Every decision relating to the work relationship must be adequately justified and documented. The Company promotes updating and training programs aimed at enhancing specific professional skills, preserving and increasing skills acquired during collaboration. The Company also undertakes to consolidate and spread safety culture, developing awareness of risks and promoting responsible behaviours by all Receivers in order to preserve their health, safety and physical integrity. The award system is oriented to the recognition of merits and skills, such as the achievement of objectives, respect for business values and rules, professionalism, responsibility, ability to work in teams and the ability to suggest proposals for improvement and company growth.

4.7 Smoking
People underline the ban on smoking in places where this could cause danger to people’s safety and health (and therefore in all enclosed places except those equipped with the necessary suction systems).

4.8 Protection of privacy
The Company undertakes to ensure that the processing, to which data collected in databases and in the paper archives are subjected, is directed exclusively to the performance by the Company of purposes pertaining to the exercise of its activity. The Receivers must protect the confidentiality of such data and make every effort to comply with all formalities required by the legislation on privacy (European Regulation 679/2016 and related regulations).

4.9 Environmental protection
The Company promotes the correct use of resources and respect for the environment. It promotes, in particular, initiatives aimed at reducing the impact of its activities on the environment, always taking into consideration the development of scientific research and best practices on the subject.
The Receivers, in carrying out their own functions, undertake to comply with the current legislation on protection and environmental protection.

4.10 Protection of the corporate assets
Each Receiver is directly and personally responsible for the protection and conservation of physical and immaterial goods, and of the resources, also physical or immaterial, entrusted to the Receiver in order to carry out duties. The receiver is also responsible for using them in accordance with the Company’s interests. Each Receiver is required to respect the confidentiality regarding the scientific, productive and commercial know-how of the Company and the strategic choices, in order to protect the industrial and intellectual property as well as its growth. Each Receiver is therefore bound by the utmost confidentiality, undertaking not to disclose confidential information to unauthorized parties.

4.11 Accounting and management information
All Receivers participating in the formation of data contained in financial statements, corporate reports and all corporate communications must adhere to the principles of transparency and correctness in order to allow the writing of reliable and truthful documents, suitable to identify the faithful business situation. The accounting records are kept by competent subjects in compliance with the relevant legislation and company procedures. Informatic procedures provided for the administrative and accounting activity are based on efficiency, correctness, completeness and correspondence with accounting standards and must favour checks and examinations on the legitimacy, consistency, coherence of the decisional-making process, authorization, implementation.
Information that flows into both general and analytical accounting must follow the principles of clarity, transparency, correctness, completeness and accuracy. It must always be possible to verify the decision and authorization process of the same. For each operation there must be an adequate documentary support in order to be able to carry out checks that certify the features and reasons for operations and allow to identify who authorized, carried out, recorded and verified the operation itself. The Company also provides the widest possible collaboration with the Supervisory Board, providing correct, truthful and timely information. All Receivers are required to promptly report any mistakes or omissions in the process of accounting recording and all conducts that differs from the predictions of this Ethical Code.

4.12 Prohibition of violations of the Model of organization, management and control pursuant to the Legislative decree 231/2001
This Ethical Code, even if it responds to the specific function to guide the Receivers’ conduct towards high ethical standards, constitutes, at the same time, the first and fundamental component of the Model of organization, management and control adopted by the Company pursuant to the articles 6 and 7 of the Legislative Decree 231. The Company therefore believes that it must expressly prohibit criminal conducts that may cause the Company’s involvement in criminal proceedings pursuant to the Legislative Decree 231/2001.
Any violation of the prohibitions specified above is absolutely against the Company’s interest.
The Company must therefore:

  • avoid the risk of committing a crime, preventing them, if avoidable, through the identification of specific protocols;
  • combat risks at the source;
  • sanction violations firmly.

4.13 Anti-money laundering
The Company shall not, in any case and under any circumstances, be involved in events related to the laundering of money from illegal or criminal activities. It undertakes to comply with all national and international rules and regulations about recycling. Before establishing relationships or stipulating contracts with partners in business relationships, the Receivers are required to ensure the reliability and compliance with regulations by the counterpart.


5.1 Customers
The Company’s receivers, to the extent of managing relationships with customers, always in compliance with internal procedures, especially those provided by the Model of organization, management and control, must favour customers’ satisfaction and act according to transparency and correctness, in compliance with the current legislation so that the customer can make aware decisions. Every Receiver is required to report to the Supervisory Body any behaviour of the customer who appears to be in contrast with the principles of this Code.
The Company undertakes to provide quality products and services to ensure the maximal satisfaction and protection of its customers, implementing internal control systems to prevent that the product or service supplied to customers are different in nature, origin, provenience, quality or quantity compared to that agreed. Any form of offering, in favour of the Company’s customers, is forbidden, except those deriving from company customs and which do not exceed the amount of Euro [25,00].

5.2 Counterparts (Suppliers, commercial partners, advisors and agents)
The selection of the counterparties and the determination regarding conditions of purchase or provision of services must be made only by the subjects identified for this purpose by internal procedures, taking into account the predictions of the Model of organization, management and control, based on an objective and transparent assessment of competitiveness, which considers the quality, economy, price, the ability to supply and guarantee services of an adequate level and possession of the required requisites. No receiver may enter into relationships with any counterpart if he/she has a position of conflict of interests of any kind in the activity of the same.
Every contractual relationship must provide for compliance of the conditions with what is agreed, traceability and it must be based on principles of correctness and good faith, in compliance with the current legislation. The Company undertakes to identify criteria for the assignment of tasks and mandates with counterparts that enhance their competence, economy, transparency and correctness. The Company provides suitable mechanisms to remove the counterpart acting in violation of the law, and the predictions of this Code. In particular, it checks, as far as possible, that the counterparts are not involved in illegal activities, money laundering, organized crime, terrorism. Any form of offering, in favour of the contractual counterparts of the Company is forbidden, except those deriving from company customs and which do not exceed the amount of Euro 25,00.

5.3 Relationships with Public Administration
The relationships with Public Administration comply with predictions of this Code and are managed only by people expressly identified from internal procedures, in particular those identified in the Model of organization, management and control. All activities are based on respect for honesty, transparency, clarity, correctness, good faith and legality. In particular, there must be no situation that damages the impartiality of Public Administration. This assumes that:

  • Any Receiver who is in a position of conflict of interests with Public Administration or with subjects belonging to it, is bound to stay inert;
  • Anyone who becomes aware of requests for money or other benefits from members of Public Administration must promptly inform the Supervisory Body;
  • The Receivers can not offer money or gifts to managers, officials or employees of Public Administration or to their relatives, both in Italy and other countries, unless it is a gift or utility of moderate value. Illicit payments made by the Company through both its own employees and those acting on behalf of the same are considered acts of corruption;
  • When a business negotiation or any other relationships with Public Administration is in progress, the Receivers or third parties representing the Company must not seek to improperly influence decisions of the counterpart, nor those of the officials who deal or make decisions on behalf of Public Administration or Public Institutions;
  • In the event of a tender with Public Administration, the Company undertakes to operate in compliance with the law and the correct commercial practice;
  • It is forbidden, in the production of social documents, to propose representations of facts that do not correspond to the truth, able to mislead or alter the analytical or decision-making abilities of Public Administration;
  • It is forbidden to allocate for purposes other than those for which they were granted, grants, subsidies or loans from the State or other public body or the European Community;
  • No behaviour is allowed to achieve, from the State, the European Community or other public body, grants, loans, subsidized loans or other disbursements through documentations or statements intentionally partial, incorrect, omitted, designed to mislead the provider.
    In all relationships with Public Administration and Public Institutions, the Company undertakes to fully and scrupulously implement provisions and the regularly applicable regulation. If the institution uses third parties to be represented in relationships with Public Administration, the same directives provided for employees will be applied.

5.4 Supervisory authorities and judicial authorities
Relationships with judicial or supervisory authorities are based on the principles of legality, transparency and loyal collaboration. The Company complies with all legal provisions regarding communications and information flows towards these parties, guaranteeing the completeness, truthfulness and integrity of information, objectivity in evaluations and promptness of response. During examinations or inspections, in compliance also with the provisions of the Model of organization, management and control, each Receiver must demonstrate availability and collaborate. If under pressure of any kind, designed to disturb the serenity or induce silence or still to divert examinations in progress, this person promptly informs the Supervisory Body. No one can exert pressure to disturb the serenity, induce silence or to divert examinations in progress.

5.5 Information bodies
Relationships between the Company and media are due to the President of the Board of Directors and, according to any delegation to this regard, to Area Managers and must be carried out consistently with the communication policy defined by the Company and, in any case, in compliance with the principles of truth, lawfulness and morality. The Receivers cannot, therefore, provide information to representatives of the press without the authorization of competent functions. The participation, in name of the Company or in representation of the same, must be regularly authorized and formalized in writing by the President of the Board of Directors. The information and communications provided must be truthful, complete, accurate and homogeneous.

5.6 Relationships with trade, political, social and cultural unions
The Company makes the comparison with trade unions with responsibility and in constructive terms, in order to favour mutual trust and dialogue.
Relationships with political parties, if necessary, are the exclusive responsibility of the Board of Directors. The promise or the dation, even disguised, of money or other benefits to subjects belonging to organizations or political parties is forbidden. The Company refrains from manifestations or initiatives with evident political reasons. The Company may support social or cultural initiatives, even with cash contributions, provided that a manager is appointed for this purpose; the opportunity to participate, the adequacy of the contribution and the reliability of the subject receiving cash disbursement must be adequately motivated.

5.7 Relationships with competitors
In carrying out its business, the Company undertakes to act in compliance with the business logic and fair competition, avoiding conducts of unfair competition, through the denigration of competitors or illegal conducts and directing the business activity in order not to harm the legitimate interests of others.

5.8 Use of the cash
The cash payments are authorized within the limits of Euro 500,00 for purchases of stamps only and with the specific authorization of a member of the Board of Directors.

6.1 The Ethical Manager
The Ethical manager is identified, that is a person in charge to verify the application and implementation of the Ethical Code, which responds directly to the Board of Directors belonging to the Company. The Ethical manager, if necessary, can report his activity to the Board of Directors.
The following tasks are assigned to the Ethical manager:

  • To check periodically the application and compliance with the Ethical Code through the control activity, which consists in ascertaining and promoting the improvement of ethics within the Company through the analysis and evaluation of control processes of ethical risks;
  • To take initiatives in order to disseminate the Ethical Code;
  • To propose amendments and additions at the Ethical Code to the administrative body;
  • To receive reports of violations of the Ethical Code and carry out investigations to this regard;
  • To perform advisory functions regarding the adoption of sanctions;
  • To prepare an annual report about the activity carried out to be submitted to the administrative body.

As part of its activity, the Ethical manager will be assisted by the necessary resources from time to time identified among the Company’s personnel.
All Receivers of the Company are required to collaborate with the Ethical manager, both with reports and providing the company documentation necessary to perform activities pertaining to the same. In case of doubt on the lawfulness of a certain behaviour, on its ethical disvalue or on the contrary to the Ethical code, the Receiver shall contact the Ethical manager. The reporting of eventual crimes by Receivers must be written and may be forwarded, as well as for the hierarchical line, to the Ethical manager sending the communication by post at the Company’s offices in Rivoli, via Genova 19. The reports relating to possible violations of the Ethical manager may be sent to the Board of Directors so that it may delegate one of its members to carry out investigations considered necessary and/or opportune. The strictest reserve will be maintained on the reports received. It is always possible to make reports, even anonymous, to the Supervisory Body.

6.2 Dissemination of the Ethical code
The Ethical manager proceeds to disseminate the Ethical code to the Receivers, with the following modalities:

  • Transmission – depending on cases and at the choice of the same by e-mail and/or fax and/or post and/or brevi manu delivery – to employees and collaborators of the Company, (indicating the fact that the Ethical code is to be considered binding for all employees) and to members of the Supervisory Board of the Company who will sign a special declaration;
  • Transmission: depending on cases and at the choice of the same by e-mail and/or fax and/or post and/or brevi manu delivery – to the administrative body of subsidiaries and/or companies affiliated with the Company (if they carry out activities in collaboration or for the Company) so that this body adopts the Ethical code through a specific resolution and takes decisions it considers the most appropriate;
  • Publication: on the website;
  • Posting, by making available in a place accessible to all employees and collaborators, pursuant to and by effect of the article 7, paragraph 1 of the law 300/1970;
  • Organization, once a year and, any time it considers necessary, of an informational meeting to which all employees and collaborators of the Company, members of the administrative body and of the auditing company of the Company will be invited, the directors of subsidiaries and/or affiliates with the Company and, if necessary, also third parties who collaborate with the Company, aimed at illustrating any ethically relevant changes. Specific minutes of the meetings will be drawn up, indicating people who spoke and the topics dealt with;
  • Information to external collaborators and suppliers regarding the existence of the Ethical code;
  • Verification of the inclusion, in contracts stipulated by the Company, of a clause aimed at informing third parties about the existence of the Ethical code, as follows: “Ethical code: the Company, in managing its business and its relations, refers to the principles contained in its Ethical code, published on the Website The violation of provisions contained therein may result, depending on the gravity of the infringement, also the resolution to the detriment of this contract”.


7.1 Introduction
Any behaviour contrary to provisions of the Ethical code will be prosecuted and sanctioned, as opposed to principles to whom the Company inspires. Violations of provisions of the Ethical code constitute an infringement of the fiduciary relationship with the Company and integrate a disciplinary offense: the application of disciplinary sanctions is independent from the establishment of any criminal proceedings. Any sanctioning provisions for violating the Code will be adapted with the type of violation and its consequences for the Company and will be adopted in compliance with the applicable legislation and the National Collective Contracts in force. With reference to penalties applicable to managers, employees and collaborators of the Company, it is specified that the commission or its attempt, of crimes from the Legislative Decree 231, as well as being punishable in criminal proceedings, constitutes a serious disciplinary offense. As far as self-employed workers and third parties are concerned, the violation of provisions contained in this Ethical code may result in the cancellation of the contract pursuant to article 1453 of the civil code.

7.2 Sanctions towards employees
The behaviours, held by employees who violate the behavioural or procedural rules contained in this Ethical Code, must be understood as disciplinary offenses punishable in compliance with the applicable law. In particular, the employee may run into the verbal or written reproach, into the fine, the suspension from work and remuneration, in the dismissal with indemnity replacing the notice and the one without it. The sanction will be imposed by the Board of Directors on the proposal of the Presidency Bodies, after the Ethical manager’s not binding opinion.

7.3 Sanctions towards members of the Board of Directors
If violations of predictions of this Ethical code are committed by one or more members of the Board of Directors, the Ethical manager must immediately notify this entire body and the Board of Statutory Auditors of the Company, expressing opinions on the gravity of infringement. The Board of Directors, having heard Board of Statutory Auditors’ opinions, will take appropriate action and, in cases of serious infringements, convenes the Shareholders’ meeting in order to expose the established facts to this body and adopt the resolutions considered to be necessary. The member or members of the Board of Directors, whose infringement is being discussed, will be required to refrain from the related resolutions. If violations are committed by a number of members of the Board of Directors such as to prevent this body from deliberating, the Ethical manager must immediately inform the Board of Statutory Auditors in order to take action in accordance with the law, convening in particular the Shareholders’ meeting for adopting the necessary measures.

7.4 Sanctions towards third parties
Behaviours implemented by third parties in contrast with predictions of this Ethical code may be sanctioned cancelling the contract, pursuant to article 1453 of the civil code and with the request for compensation for any damage caused.