Code of Ethics

Code of Ethics adopted by Tessilform S.p.A.

Introduction

From time Tessilform S.p.A.is committed on the front of Corporate Social Responsibility and monitors the behaviour and actions of all stakeholders with the purpose of increasing, through increased attention to certain principles of ethics and good conduct, the value itself of its business.
Ethics and Corporate Social Responsibility is, in fact, the challenge of the more enlightened companies, not only out of a sense of responsibility towards the community in which they operate and in compliance with the expectations of their internal and external stakeholders but also to emphasize the values of the brand with a new, exclusive, recognizable character, which differs in style than its competitors. In this case, communication is combined with an industrial and commercial administration in a joint responsibility that engages everyone in Tessilform S.p.A. to operate according to the goals of social responsibility.
With this work Tessilform S.p.A. presents another important moment in constructing of its own know-how to all stakeholders: the CODE OF ETHICS.
Tessilform S.p.A. aims to communicate the principles that have characterized the act from the beginning of the activity with the adoption of the Code of Ethics. These principles affect or will affect all the resources of Tessilform S.p.A. (shareholders, directors, consultants and employees) in the business management and corporate activities.
The purpose of the activity is to create value for the shareholders, together with the clients' satisfaction and the personal and professional development of all employees and co-workers, preserving and increasing over time the economic capital, the financial sector and in particular the Tessilform’s human capital.
Tessilform S.p.A. also aims to consolidate and develop the confidence relationship with stakeholders, that is the categories of individuals, groups or institutions whose contribution / relationship is essential to the realization of the corporate mission.
To do this, Tessilform S.p.A. is committed to avoiding unethical behaviour with its stakeholders, recognizing as "unethical" and therefore hostile to the company all the attitudes and behaviours of anyone (individual or organization) are looking to reap the benefits of someone’s collaboration exploiting high places.
Tessilform S.p.A. also considers the "good reputation" an essential intangible resource, the maintenance of which is reflected both inside and outside of its business.
Inside enables a work organization free from cumbersome bureaucratic controls, urging shareholders, co-workers and employees to make decisions and implement them without resorting to the exercise of authority, but rather by promoting and encouraging the willingness of individuals to achieve goals of the common welfare.
Outside the Code promotes transparency with attractiveness for investors, with professionalism and confidentiality winning customer loyalty, recalls the correctness of the best human resources, ensures the fairness of the authority and the continuity of the relationship and reliability towards its creditors while ensuring the serenity of suppliers.
The monitoring of the Code of Ethics’ implementation may be, therefore, a good reference point to "Measure" the good reputation of Tessilform S.p.A. and the correctness of the relationship held with stakeholders.
Therefore, instead of being a tool of theoretical "good behaviour", Tessilform S.p.A. wants to make sure that the Code of Ethics has a practical application, an objective feedback with reality, and therefore the possibility to be verified. With this purpose it is built according to different levels of detail:
• The general principles governing relations with stakeholders, which abstractly define the reference values in the activities of Tessilform S.p.A.;
• the criteria of conduct towards each class of stakeholders, which generate the specific guidelines and the rules that Tessilform S.p.A. co-workers are required to adhere to respect the general principles and to avoid unethical behaviour;
• the implementation mechanisms, which describe the control system for compliance with the Code of Ethics and its continuous improvement.
This code, in the end, is based on an ideal of cooperation to the mutual benefit of the parties involved; Tessilform S.p.A. hopes, therefore, that each stakeholder acts towards its according to principles and rules based on a similar ethical conduct.
It's important to note that since the activity in Tessilform S.p.A. extends beyond the borders of Italy, it will be necessary and appropriate that the relationship between Tessilform S.p.A. and its stakeholders will be increasingly based on compliance with the Code of Ethics regardless of whether the stakeholders belongings to the Italian territory or to another, always having in mind in its action the cultural, social and economic dissimilarities of the various regions in which it operates.
The aim of Tessilform S.p.A. will be last to act in accordance with its beliefs and those of others, looking, from time to time, for the most appropriate way to achieve its goals within the law and without any prevarication.

1.General principles
The general principles highlighted below are a result of the fundamental values of Tessilform S.p.A. in the conduct of the business and are the main guidelines in relations with stakeholders.
Tessilform S.p.A.  intends to characterize its behaviour and influence its choices with principles strongly shared by the entire organization and all resources. Therefore, the values presented are deeply held and guide both the ordinary and extraordinary decisions of Tessilform S.p.A.
a) Impartiality
In the decisions that affect relations with its stakeholders (customer’s choice to serve, personnel management or the organization of work, the selection and management of suppliers, relations with the surrounding community and the institutions that represent it), Tessilform S.p.A. does not discriminate based on age, sex, sexual orientation, state of health, ethnicity, nationality, political opinions and religious beliefs of his interlocutors.

b) Honesty
As part of their professional activities, Tessilform S.p.A. employees are required to diligently comply with applicable laws, the Code of Ethics, and internal regulations. In no case the pursuit of Tessilform S.p.A. interest can justify dishonest conduct.

c) Fairness
In conducting any activities must always avoid situations where the parties involved in the transaction are, or may only appear to be, in conflict of interest. The term refers to both the case in which a shareholder / director or employee pursues an interest different from that of enterprise and the balancing of the interests of stakeholders, or "personal" advantage of business opportunities, both in the case where representatives of customers or suppliers, or public institutions act in conflict with the fiduciary duties associated with their position in their relations with Tessilform S.p.A.
          d) Confidentiality
Tessilform S.p.A. guarantees the confidentiality of information in its possession and refrains from seeking confidential data, except in cases of express and informed consent, and compliance with existing laws. Every employee enters into daily contact with know-how and business sensitive and vital information for the Company: the names of the Customer and any other profile that might affect the image and corporate brand are an example of that. It follows that the same employees must scrupulously and diligently follow the obligation of confidentiality, as the spread of even only one of these information could damage the activity or the image of Tessilform S.p.A. In addition, employees of Tessilform S.p.A. shall not use confidential information for purposes not related to the exercise of their business.

e) Transparency
The employees of Tessilform S.p.A. are required to provide complete, transparent, understandable and accurate information, so that, when establishing relationships with Tessilform S.p.A., stakeholders are able to make autonomous decisions and are aware of the interests involved, the alternatives and significant consequences. In particular, in the formulation of any contracts, Tessilform S.p.A. takes care to specify the contractor how to behave in all circumstances provided in a clear and understandable way.

f) Quality of service
Tessilform S.p.A. since the beginning of its activity has chosen to structure its organization according to the markets that Tessilform S.p.A. has decided to serve. This has encouraged the adoption of procedures and the conduct business in line with customer requirements.
The structure, therefore, enhances all the efforts that are being made to ensure the highest quality of services, thanks to dedicated resources and means for each line of business.
Tessilform S.p.A. directs its activities to the satisfaction and the protection of its customers, by listening to the demands that can lead to an improvement in the quality of products and services.

g) Fair Competition
Tessilform S.p.A. intends to protect the value of fair competition by refraining from collusive behaviour, predators and abuse of dominant position.

h) Evaluation of suppliers
Tessilform S.p.A. pays serious attention to the enhancement of human resources, both internal and external. In this role suppliers play an absolutely innovative partnership that is strong and integrated with the system of values.
Tessilform S.p.A. intends to gradually build a corporate identity that can be strongly attractive and inclusive, in order to create a community, formed by Tessilform S.p.A., customers and suppliers. These, then, are for Tessilform S.p.A. an integral part of this system and are a vital part.

i) Equitable authority
In the underwriting and management of contractual relationships that involve the establishment of hierarchical relations, especially with co-workers, Tessilform S.p.A.is committed to making sure that authority is exercised fairly and correctly avoiding any abuse.
In particular, Tessilform S.p.A. guarantees that the authority does not lead to any exercise of power detrimental to the dignity and autonomy of the employee and that the choices of work organization safeguard the value of employees.
The style of leadership, as well as being managerial, it is still marked by the recognition of the authority of the decisions and choices, so that it contributes to the mitigation of potential conflicts. Being authoritative also contributes decisively to build consensus around the decisions that are taken and to generate shared goals.

j) The centrality of human resources
The employees of Tessilform S.p.A. are an essential factor for its success. For this reason, Tessilform S.p.A. protects and promotes the value of human resources in order to improve and increase the personal and professional skills possessed by each employee, so that the energy and creativity of the individual finds full expression in the fulfilment of their potential.
For Tessilform S.p.A. people are an essential element for the existence of the enterprise. The value of people and their professionalism are conditions for achieving business goals.
Tessilform S.p.A. therefore intends to establish a business climate and a leadership style that puts human resources in terms of implementing actions which determine the success of Tessilform S.p.A.
Tessilform S.p.A.  guarantees the physical and moral integrity of its employees and working conditions which respect individual dignity and workplace safety and health.
For this reason, requests or threats to induce people to act against the law and the Code of Ethics, or to engage in conduct detrimental to the moral and personal convictions and preferences of each are not tolerated.

k) Responsibility towards society and the territory
Tessilform S.p.A. is aware of the direct and indirect influence, that its activities may have on the conditions, on the economic and social development and on general welfare of the community, as well as the importance of social communities in which it operates.
In fact, all policies are aimed at maximizing the economic impact in the territory in which it operates, using where possible local craftsmen and suppliers appropriately selected also on a national basis.

l) Copyright protection
Tessilform S.p.A. pursues the goal of compliance with the rules of intellectual property and plagiarism, specifically with the rules of copyright defence.

m) Keeping accounting records 
Tessilform S.p.A. demands full compliance with the laws and with current legislation on the accuracy and completeness of account books and accounting records. It is forbidden to form undisclosed or unrecorded funds for any purpose. Will be held an internal account control system capable of ensuring that recording of transactions allows the production of financial statements in accordance with accounting principles, as well as capable of taking in account all the assets of the Company.

n) Anti-Money Laundering 
Should not be carried out behaviours likely to allow or facilitate the fencing, recycling or use of money, goods or utilities of illegal origin and funding activities with purposes of terrorism or subversion of democratic order.

o) Environmental 
Tessilform S.p.A. pursues the goal to respect the environment. This in the light of the fact that it is ascertained that the “quality of the environment” is the peculiar character of the “quality of life”, it is an essential condition of the corporate and economical development: this means that all the Company’s activities must be done in compliance with the law and they don’t have to compromise the biophysical balance, the ecosystems, the biodiversity, the animal, plant species, or protected natural areas, or subject to constraints and, at the same time, they must allow sustainable economic development.

p) Prevention of corruption
Tessilform S.p.A., in the performance of its functions, operates in strict compliance with the regulatory provisions on the prevention and combating of corruption also through the implementation of Guidelines concerning the "Prevention and repression of corruption". 
Each employee is required to contribute with his behaviour and his work to the business process of promoting integrity, legality, and transparency, also supplying the Anti-Corruption Officer and the Supervisory Body with data and/or information of his own competence. 
Anyone who becomes aware of unlawful conduct or non-compliance with the provisions contained in the Code of Conduct and related regulations is required to promptly report it to their immediate superior, the Anti-Corruption Officer, or the Supervisory Body.

2.Recipients of the Code of Ethics
The recipients of the present Code of Ethics are: 
- shareholders; 
- the Directors; 
- the Auditors; 
- the Employees; 
- the Collaborators; 
- all those who directly or indirectly, on a permanent or temporary basis, establish relations with Tessilform S.p.A.
Tessilform S.p.A. promotes the diffusion of the Code of Ethics to ensure that all recipients adapt and conform their behaviour to its content.
All the recipients will be required to comply with the principles and, for what concerns their own competences, will ensure the observance of the principles. 
In particular, compliance with the provisions of the Code shall be considered an essential part of the contractual obligations of Tessilform S.p.A. employees, pursuant to and for the purposes of Articles 2104 and following of the Civil Code. 
Any violation of the principles and rules of conduct set forth in this Code of Ethics undermines the relationship of trust with Tessilform S.p.A., which may take the most appropriate disciplinary actions and seek compensation for damages. This is without prejudice, for employees, to compliance with the procedures set forth in Article 7 of Law No. 300 of May 20, 1970 (the so-called Workers' Statute), the applicable collective labor agreements, the Company Regulations, and the Sanctions Regulation adopted by Tessilform S.p.A. 
3.1 Standards of conduct in relations with shareholders
Tessilform S.p.A. adopts a system of governance that complies with the provisions of Italian law and is oriented:
• to maximize value for the property
• balancing the interests of all corporate components
• the quality of service to customers
• respect for and enhancement of suppliers
• respect for and promotion of human resources
• the control of business risks
• transparency towards the market
The management of Tessilform S.p.A., first-hand, the auditors, and where applicable, the employees and external collaborators are required to comply to the Shareholders and creditors of Tessilform S.p.A.:
a) a true and fair information on the economic situation and financial position;
b) a correct, transparent and collaborative manner, in compliance with the law and internal procedures, with particular attention to all procedures that allow the end of the year to establish the budget or any interim report;
c) the behaviour to verify the adequacy and accuracy of the procedures put in place to protect the actual existence of the stated share capital especially when extraordinary transactions or distribute profits or reserves are perfected or it was decided to dispose the part of the estate or dismiss it all as well as to ensure uniform treatment of creditors and any guarantees issued;
d) a conduct which, in the autonomy of their management decisions, is marked by the proportionality of the actions taken regarding to economic and financial capacity;
e) a pattern of conduct to prevent any fraudulent activity or unfair competition;
f) a conduct of full cooperation with all the control authorities provided by law;
g) a conduct that provides for tracking of each economical transaction of the Company and, above all, any transfer of money or other benefits in order to eliminate forms of recycling;
h) any relevant economic, financial or patrimonial transaction must be adequately recorded and for each record there must be an adequate supporting documentation and archiving so that, at any time, the operation can be verified, justified and documented to the performance of any control operation.

- Shareholders' Meeting
The General Assembly is the prime time for the establishment of a fruitful dialogue between members.
To this end:
• has secured the regular attendance of directors at meetings;
• will be adopted specific regulations to ensure the orderly and effective conduct of business, while respecting the fundamental right of each shareholder to request clarification on the various topics under discussion, to express their opinion and make proposals;
• it is guaranteed that all assets and information is made available in advance by the shareholders.
Are reserved to the competence of members:
• the appointment of directors;
• the determination of the remuneration of the directors and auditors;
• the amendment of the articles of association and the bylaws of the company;
• the decision to undertake operations that involve changes to the corporate purpose 
• the dissolution of the Company;
• the approval of the financial statements and the distribution of profits.

- Board of Directors 
The Board of Directors holds comprehensive authority for both the ordinary and extraordinary management of the Company, empowered to undertake all actions deemed necessary to achieve the corporate objectives.
Accordingly, the Board of Directors:
• Assigns and revokes powers of attorney to the Chief Executive Officer, specifying the limits and methods of execution;
• Receives updates from the Chief Executive Officer and other executive functions regarding overall management performance and anticipated developments concerning significant operations; 
• Reviews and recommends to the Shareholders' Meeting the strategic, industrial, and financial plans; 
• Elects a President and, if applicable, a Vice President from among its members, unless these positions have already been filled by the shareholders during the Board's appointment.

- Directors
The directors are required to:
• to pay all an active role in their appointment, allowing the Company to benefit from their expertise;
• to participate in a continuous manner in the meetings of the Board of Directors;
• to report any situation in which they hold an interest, or on behalf of third parties, which involves them, abstaining in such situations from participating in the decision-making of the Board of Directors;
• to maintain the confidentiality of documents and information acquired in the performance of their duties and to comply with the procedure for its disclosure;
• to always give precedence to the interest of Tessilform S.p.A. over the particular individual members.

3.2 Criteria for conduct regarding relationships with collaborators, including principles related to the protection of health and safety in the workplace.
• Selection of staff
The evaluation of personnel is carried on the correspondence between the profiles of the candidates, moral, and professional, and those expected for your business needs, in respect of equal opportunities.
The required information is used for checking the unique aspects of the job profile and aptitude sought in respect for private and opinions of the candidate.
Each top-level subject who is interested in or in taking part to the employment shall, within the limits of available information, adopt appropriate measures to avoid favouritism, nepotism or cronyism in the selection and employment (for example, preventing the selector is bound by ties of kinship with the candidate).
• Creation of employment
The staff is employed with a regular employment contract and is not tolerate in any form of illegal labour. The establishment of the relationship of each employee receives accurate information regarding:
- characteristics of the function and duties to perform
- regulations and wage, as regulated by the national labour
- tules and procedures to be adopted in order to avoid the possible risks to health associated with work
-the training course, designed to enhance the professional person and the job
This information is explained to the staff member in such a way that the acceptance of the assignment is based on a real understanding of the terms of employment.
• Management of staff
Tessilform S.p.A. avoids any form of discrimination against its staff members.
During the processes of management and staff development, as well as in the selection phase, the decisions taken are based on the correspondence between expected and actual profiles of the employees and / or on considerations of merit (for example, allocation of incentives based on results achieved).
Access to roles and positions is also established in consideration of the skills and capabilities; in addition, consistent with the general efficiency, are favoured flexible work arrangements that facilitate the management of maternity and overall child care.
The responsible person fully uses and exploits all the professionals participating in the structure by the activation of the levers available to promote its development and growth.
To do this, communication is particularly important by the managers of the strengths and weaknesses of the employee, so that the latter will aim to improve its skills through targeted training.
Tessilform S.p.A. offers all employees information and training tools, with the aim to preserve and enhance the specific skills of the personnel.
Each manager is required to optimize the working time of employees requesting services consistent with the exercise of their duties and with the plans of work organization.
Is an abuse of position of authority require, as a necessary act to its superior, performance, personal favours or any conduct that violates this Code of Ethics.
It secured the involvement of staff in carrying out the work, also providing moments of participation in discussions and decisions to the achievement of personal and company goals.
The employee must take part in such a spirit of cooperation and independence of judgment.
Listening to the various points of view, consistent with business needs, enables the administrator to make the final decisions; the employee must, however, always contribute to the implementation of the established activities.
• Health and safety
The aim of Tessilform S.p.A.is to protect its human resources and financial items, constantly seeking the synergies needed not only within the company but also with suppliers, companies and customers involved in its activities.
Tessilform S.p.A. is committed thus to promote and consolidate a culture of safety, promoting risk awareness and promoting responsible behaviour by all employees; also works to preserve, especially with preventive actions, the health and safety of workers, and the interests of other stakeholders.
Tessilform S.p.A. is committed to minimizing the risk of accidents and occupational diseases related to business activities, beginning with the most serious one. This is one fundamental purpose of Tessilform S.p.A., which can never be overlooked.
In detail, Tessilform S.p.A., starting from the property and by senior management, is committed to:
a) plan and conduct the business also for the sake of ensuring safety in the workplace, reduce and prevent accidents, injuries and occupational diseases;
b) assess the occupational risks for each job, task, local, rural plant, etc. and define the necessary preventive measures to protect anyone who might be at risk and the environment; also perform this activity before making decisions about business changes of any kind and before accepting new orders;
c) take into account the safety aspects for contracts and the work entrusted to others, and to ensure, as far as is in his power, that they are managed in order to ensure security for its own staff, others, for the third parties and the environment;
d) determine the functions, competencies, powers, and responsibilities to verify, evaluate, manage, and control risks, and to ensure compliance of the provisions, so that the entire corporate structure involved, according to their role and conduct of its daily activities to the achievement of safety targets;
e) ensure that in Tessilform S.p.A. copes with quickly and effectively to any new security requirements that emerge during work activities and to preventing the execution of non- submitted activities in advance to the Risk Assessment;
f) require compliance with all applicable laws and company regulations on safety;
g) inform, educate, and, if necessary, to train all personnel, initially and periodically, beginning with the managers, to enable it to carry out their tasks safely and to assume its responsibilities in the field of occupational safety, with specific reference to the task being performed;
h) raise employee awareness about security issues, engage them, consult, and inform, them of developments in corporate security, including through regular meetings and regularly contacting their Safety Representative;
i) to give itself at least annual goals for safety, and to check them frequently, to continuously improve prevention;
j) to allocate sufficient staff and resources to implement the above points;
k) each worker and collaborator is required to comply with the company's regulations on health and safety at work and cooperate to reduce occupational hazards;
l) any employee and collaborator is required to interrupt their work, reporting it as soon as possible to the top and to the Worker Safety Representative (italian acronym: RLS), when it is done in such a way as expected with serious risks to health and safety, if the break does not introduce greater risks.
• Privacy protection 
The privacy of the employee is protected by adopting standards that specify the information that the company requires the employee and the methods of treatment and storage.
Any investigation into the ideas, preferences, personal tastes and, in general, the private lives of employees are ruled out. These standards also prohibit, except in the cases provided by law, the disclosure / dissemination of personal information without the prior consent of interested party and establish rules for the control, by each employee, the rules for the protection of privacy.
• Duties of employees
The employee must act fairly, ensuring the required performance and in compliance with the obligations undertaken in the employment contract and the provisions of the Code of Ethics; it is required to report through the appropriate channels any violation of the rules of conduct established by internal procedures.
The employee must be aware of and implement company policies regarding information security to ensure data integrity, confidentiality and availability. He or she is required to produce his documents using a clear, objective and exhaustive language, allowing any checks from colleagues, managers or external parties authorized to do so.
All employees of Tessilform S.p.A. must avoid situations in which they may give rise to conflicts of interest and not to take advantage of business opportunities known during the course of their duties.
Each employee is required to work diligently to protect corporate assets through responsible behaviour and in line with the operating procedures to regulate their use, accurately documenting their use.
Each employee  is responsible for protecting the resources entrusted to him and has the duty to promptly inform the Management of any threats or harmful events for Tessilform S.p.A. 
With regard to applications, each employee is required:
- To comply scrupulously with the provisions of the corporate security policies, in order not to compromise the functionality and security of information systems;
- Do not send e-mail messages threatening or insulting, compounds with low-level language or inappropriate comments that might offend the person and / or damage the corporate image;
- Do not surf on Internet sites that are not closely related to the business and specifically to the task carried out in each case to refrain from visiting websites that present in them indecent and offensive contents to common sense of decency, and to carry out any operation in violation of laws and regulations.
•    Conflict of interest 
The staff is required to avoid all situations and all activities in which a conflict with Tessilform’s interests may concretely arise or that may interfere with their ability to make decisions impartially in the best interests of the Company and in full compliance with the Code of Ethics.
The staff must also refrain from taking personal advantage from acts of disposal of corporate assets or business opportunities of which they become aware during the performance of their duties.
By way of example, but not limited to, the following situations leads to conflicts of interest: 
- use of ranking or use of information acquired during work so that a conflict between personal interests and Tessilform S.p.A. interests may arise; 
- carry out work activities of any kind, in favour of customers, suppliers, competitors, government agencies, institutions and organizations of public interest;
- accept or offer money, favours or services from individuals or companies that are or intend to enter into business relationships with Tessilform S.p.A.; 
- hold public office entities that may have a relationship with Tessilform S.p.A., so as to create the conditions for a potential conflict of interest. 
Employees with senior management positions, called on to take decisions in business when there is clear conflict between personal interests and those of the Company, shall: 
- communicate the existence and nature of the conflict to the Supervisory Board and to the direct supervisor; 
- refrain from exercising their decision-making role and delegate this role to other subjects appointed by corporate organization;
- however, in the event that the aforementioned abstention / delegation is not possible, involve other stakeholders in the decision-making process in order to give greater transparency to the process itself.
In order to properly prevent and manage conflicts of interest, even potentially harmful, at the time of assignment or at the time of commencement of an employment relationship, the Company requires its directors, employees and partners to sign a statement that excludes the presence of a conflict of interest between the individual and the Tessilform S.p.A., or, if there is a conflict, that reveals the nature of it.
•    Protection of assets 
The staff is committed to preserving the properties, facilities and equipment of the Company and to use them in a responsible manner. It is also forbidden to use facilities, materials and / or supplies belonging to Tessilform S.p.A. for personal gain.

3.3 Standards of conduct in relations with customers
Tessilform S.p.A. pursues its business success on markets by offering quality services at competitive prices, in compliance with all the rules protecting fair competition.
Tessilform S.p.A. acknowledges that the esteem of those requesting services is of primary importance for its business success.
• Style of employees' behaviour
The behaviour of Tessilform S.p.A. to customers is based on availability, the highest professionalism, respect and courtesy with a view to a long-lasting and highly professional collaborative relationship.
• Degree of customer satisfaction
- Tessilform S.p.A. is committed to ensuring adequate standards of quality of the services offered on the basis of predefined levels and to periodically monitor the quality perceived by the customer,
- Tessilform S.p.A. undertakes to punctually respect the contractual terms stipulated with the customer, in order to achieve full mutual satisfaction,
- Tessilform S.p.A. is committed to constantly monitor the quality of services offered by external partners and suppliers.

3.4 Standards of conduct in relations with suppliers
For Tessilform S.p.A. suppliers are a vital element for the growth and development of the entire organization. For this reason, Tessilform S.p.A. part suppliers within the human capital of Tessilform S.p.A. and intends to pursue a policy of continuous improvement of the quality of services offered by selected partners, contributing to the raising of their ethical standards, and promoting, even with own resources, the growth of professional skills.
• Choice of supplier
Purchasing procedures are designed to obtain the maximum competitive advantage for Tessilform S.p.A. and the granting of equal opportunities for all suppliers; the search for maximum competitive advantage must guarantee the satisfaction of the supplier, in order to avoid the abuse of a position of strength such as to weaken the supplier also from the economic point of view. They are also based on pre -contractual and contractual behaviours held with a view to an indispensable and mutual loyalty, transparency and collaboration.
In particular, employees of Tessilform S.p.A. assigned to these processes are required:
- not to allow somebody who has the requested requirements for the opportunity to compete for a contract, adopting objective and documented criteria on the choice of shortlisted;
- to ensure sufficient competition in every race.
For Tessilform S.p.A. the reference requirements are:
- appropriately documented availability of resources, including financial, organizational structures, capabilities and resources, know -how, etc.;
- the existence and effective implementation, in cases where the provisions Tessilform S.p.A. provide for it, of adequate quality systems.
Tessilform S.p.A. aims of enlargement of the supplier base, operating in view of the fulfilment of the criteria for access by the largest possible number of suppliers.
• Integrity and independence of the relationships
Within Tessilform S.p.A. relations with suppliers are governed by common principles and are subject to constant monitoring by Tessilform S.p.A.
The signing of a contract with a supplier must always be based on extreme clarity and transparency and avoid all forms of dependence.
• Dominant Position 
Tessilform S.p.A. is committed to not abuse, other than normal commercial relations, of eventual dominant positions. 

3.5 Standards of conduct in relation with the Community, including the principles pertaining to the enforcement of environmental legislation
Relations with the Community mainly concern three areas:
• Environmental Policy
The employees of Tessilform S.p.A., in scope of their jobs, take part in risk prevention, environmental protection, and health and safety protection for themselves, their colleagues, and third parties.
Environmental crimes appear due to alleged danger, enough to pay their status the failure to comply with the laws, not turn out necessary the effective achievement of environmental damage.
The crimes set out in Article 25 undecies of the Decree, with few exceptions, are fines characterized, subjectively, as much wilful misconduct as gross negligence.
To any assumption of administrative offense, the pecuniary fine is applied, divided in proportion to the gravity of offenses and quantified with the quota system (Article 11 of the Decree).
For some crimes, in addition to pecuniary fines, are provided disqualifying penalties (Article 9, paragraph 2 of the Decree). Among these hypotheses the crime of illegal dumping and the discharge of industrial wastewater containing hazardous substances are included.
In order to prevent the risk of commission of the offenses and the direct responsibility of Tessilform S.p.A., it is necessary to adopt safeguards to allow adequate monitoring of environmental risk and therefore a coordinated system of procedures for the management and allocation of tasks and responsibilities.
The recipients of the Model under Legislative Decree 231/2001 who contribute in various capacities and with differing levels of responsibility to the management of the aforementioned processes, must:
- Comply with the provisions of the Code of Conduct;
- Comply with the provisions of laws and regulations;
- To operate within the powers of representation and signature, the proxies and the powers of attorney empowered;
- Comply with the provisions established by the reference procedures;
- Comply with the instructions given by superiors;
- Report to the O.D.V. any actions taken in violation of the provisions of the Model pursuant to Legislative Decree 231/ 2001.
• Relations with interest groups
Tessilform S.p.A. believes that dialogue with associations is of strategic importance for the proper development of its business; therefore, establishes a stable channel of communication with the associations representing its stakeholders in order to cooperate in accordance with their mutual interests, to present their positions and prevent possible conflicts.
            • Relations with political parties, movements, committees and political organizations and trade unions
Each report of Tessilform S.p.A. with the parties, movements, committees and political organizations and trade unions must be based on transparency and maintained exclusively by the corporate functions formally delegated.
Outside of Institutional activities, the giving of any benefit or contribution, direct or indirect, to officials or candidates is prohibited.
• Relations with the media
Relations with the media can be entertained only in order to disseminate the projects and achievements of Tessilform S.p.A. as well as to disseminate the qualifying aspects of politics and finally Company to safeguard the image of the same Tessilform S.p.A. Each interview or communication shall be issued by the corporate functions formally delegated.
• Contributions and sponsorships
Sponsorship activities, which may relate to social, environment, sports, entertainment and arts issues, are intended only for events that offer a guarantee of quality and for which Tessilform S.p.A. can collaborate in the design, so to guarantee originality and effectiveness.
In selecting proposals for adherence, Tessilform S.p.A. gives significant attention to any potential conflicts of interest, whether personal or corporate.

3.6 Rules of Conduct with the Public Administration
• Institutional relations
The relations with the Public Administration, with the other institutions and the supervisory authorities must be based on the principle of transparency. Tessilform S.p.A. is committed to maintain relations with these subjects exclusively with the management and staff at this formally delegate.
In this view agrees to establish and disseminate a comprehensive system of powers that allow to single out the corporate organizational chart Subjects who are authorized to represent Tessilform S.p.A. 
The management, staff, employees and any other person acting on behalf of Tessilform S.p.A. mandatorily must refrain from defending the market position of the Company or engage in behaviour that could lead to get this benefits or contracts of any kind promising gifts of money or other benefits. 
Tessilform S.p.A. is committed to affirm the ban at every level for each employee or not to intervene in the sphere of public authorities or in the political and maintain in all circumstances independent behaviour.
The Company undertakes that the above is not circumvented surreptitiously through gifts, courtesies, consultancy, aid of any kind of sponsorship, advertising or personal tasks.
The Board of Directors and employees are prohibited from accepting or requesting sums of money, benefits of any kind, forms of hospitality or gratuity for the performance of acts contrary or conform to their office, although in the interest of Tessilform S.p.A. same.
In particular, it is forbidden to promise or grant disbursements utility for purposes other than those institutional promise or favouritism in the recruitment of personnel, selection of suppliers of goods and services, in the communication of information or documents; produce documents and / or data false or altered information or omit due information, in that in order to receive grants or loans or grants by the State, other agencies or the European Union; earmark contributions, loans or grants for purposes other than those provided for obtaining the same; accessed in an unauthorized manner to the information systems of public administration in order to obtain or alter information for the benefit of the Company.
Tessilform S.p.A. is also committed to:
- establish, without any kind of discrimination, stable channels of communication with all institutional stakeholders at local, regional and national levels;
- represent the interests and positions of the Company in a transparent, rigorous and consistent manner, avoiding collusive behaviour.

3.7 Standards of conduct in relations to the Judicial Authority
The goal of this part is to make ensure that the recipients of the Model, to the extent that they are involved in activities in areas at risk, comply with code of conduct in accordance with the requirements of the regulatory system and sanctions, in order to prevent and encumber the occurrence of crimes.
The reports with public officials, with the judiciary, with the public supervisory authorities and other independent authorities related to the Company must be undertaken and managed in full compliance with applicable laws and with the principles stated in the Code and internal protocols, so as not to compromise the integrity and reputation of the parties involved.
The penalty system applicable to the Company for the crime referred to in Article 377 bis of Italian Criminal code in a pecuniary one.
The recipients who, as defendants or co-defendants in proceedings connected or connected, are called upon to make statements on the Judicial Authority must:
- ensure that statements are carried out in full compliance with laws, regulations and principles of honesty and fairness;
- ensure that the statements made to contain only true information.
The recipients identified in the Special Part are forbidden from:
- entertaining, if this is possible, relationships inherent with their professional activities with public officials without ensuring the traceability of meetings or conversations occurring;
- exert pressure of any kind (violence, threats, offensive or promises of money or other benefits), on the subject called to make statements before the Judicial Authority, in order to induce him not to make statements or to make false statements;
- take any conduct which has the purpose, or even only the effect of impeding the exercise of the functions of the Judicial;
- take any conduct which has the purpose, or even the effect of helping someone to circumvent or evade the investigations of the Judicial searches.

3.8 Standards of conduct in the use of computer and telecommunications systems
The law of 18 March 2008, n. 48 has included the Article 24 – bis into the Decree, which provides for new forms of administrative liability in the event of crimes committed through the Internet or other computer networks and extends the scope of computer crime including all crimes committed in any way by means of a computer system, even if where the evidence of the crime is in electronic form and also in cases where the taxable person is not a Public Administration.
Following the introduction of computer crimes, the Company must conform their behaviour and organization in order to:
- guarantee the protection of information assets;
- ensure the correct use of technological resources;
- have evidence that the effectiveness of the implemented controls is efficacious.
Preventive and suitable security and controls measures will have to be prepared to prevent potential crimes with the help of technological tools. 
In the absence of a legislative definition, the case has tried to provide a general definition of "computer system". The definition is basically applied to all the incriminating circumstances that refers to it, and by virtue of which must be deemed such any equipment, more or less complex, "designed to perform any useful function to humans through the use, even partial, of computer technology." These are characterized by the presence of three functional aspects: a) the recording or storage, "by means of electronic pulses and on adequate supports, of data represented by the symbols (bits) (numeric code) in different combinations"; b) "automatic processing" by the machine data so recorded or stored; c) the organization of such data "in a way which allows them to express a particular meaning for user” (utility).
It is a definition focused on the transition from "element" to the "information"; in the sense that the function of recording - electronic storage of data to which "elementary representations of a fact" is accompanied by the complementary function of processing - logical organization of these data sets more or less extended constituents’ "information".
Many computer systems connected stably between them in order to allow the transmission – the communication in the distance of collected information constitute a "telematics system".
In this case the element that allows to recognize a "telematics" system in place of a mere device for remote transmission of signals is given by the fact that to be connected to each other are two or more systems "computer": typical is the case of e-mail systems or connections via remote terminals.

 
4. Principles of Corporate Social Responsibility 
4.1    Responsibility to be accountable 
For the aim of a correct adhesion to Corporate Social Responsibility Principles, Tessilform S.p.A. is committed to so called “responsibility to be accountable”.
Specifically, the company will bear in mind of its impact on society, the economy and the environment. The management assumes the obligation to respond to its own choices towards who have stakes in company’s organization, while the organization assume the obligation to respond to legal authorities about the respect of laws and regulations. Furthermore, the responsibility to be accountable implies that the organization answer to the subject involved in its decisions and activities, as well as the society in general, with different ways and levels, based on the impact nature of its activity on society and the environment, in relation to single circumstances. 
In addition, Tessilform S.p.A. takes on the burden of the responsibility from unfair actions, by adopting adequate measures to resolve and take over actions to avoid the reiteration. 
The organization of Tessilform S.p.A. must account for: 
- the impact of its own decisions and activities on society, the environment, and the economy, especially for what concern particularly negative consequences; 
- the actions undertaken with the aim to avoid the reiteration of negative unforeseeable and involuntary impacts. 
4.2  Transparency 
Tessilform S.p.A. is committed to being transparent in its own decisions and in its own activities which impact society and the environment. 
A transparent organization, indeed, should communicate in a clear, accurate and complete way, also the company should communicate at a reasonable and sufficient level about its own policies, decisions, and activities, as well as, information about the impact on society and the environment, doesn’t matter if known or likely. 
This information will be immediately available, directly accessible and comprehensible to those who have been influenced in a significant manner or could have been influenced, by the organization. Tessilform S.p.A. is committed to making timely information based on concrete facts, in a clear and objective way in order to allow the stakeholder to assess accurately the impact on their own interest of company’s decisions and activities. 
Tessilform S.p.A. undertakes the commitment to be transparent regarding: 
-    the aim, the nature and the ubication of its own activities; 
-    the identity of those who have an interest in controlling its activities; 
-    the way of taking, actuating and re-examine the decisions, including the definition of roles, responsibilities, of the position with responsibility to account for, and the positions of authority for the different functions of the organization; 
-    the rules and criteria according to which the organization assess its service about corporate social responsibility; 
-    its service concerning specific, pertinent, and significative, aspects of corporate social responsibility; 
-    the sources, amount and manner of use of its funds; 
-    the known and likely impacts of its decisions and activities on its stakeholders, society, economy and environment; 
-    its stakeholders and the criteria and procedures used to identify, select and involve them. 

4.3 Ethical Conduct 
Tessilform S.p.A. chooses to adopt an ethical behaviour, based on values such as honesty, equity and integrity. The adoption of these values implies relevant attention to the respect of persons, animals and the environment, as well as the assumption of commitment to face the impact of its activities and decisions on stakeholders’ interests.
For these reasons, Tessilform S.p.A. chooses to promote actively ethical conduct by: 
-    identifying and declaring its principles and fundamental values; 
-    developing and using structures of government capable of promoting ethical conduct within the organization, in its decision-making process and its interactions with others;
-    identifying, adopting, and applying, rules of ethical conduct appropriate regarding its goals and activities, coherent with the principles described in the UNI ISO 26000; 
-    encouraging and promoting the rules of ethical conduct considered appropriate from its governance structure, its employees, suppliers, contractors, and, if appropriate, from owners, managers and, in particular, from everybody who has the opportunity to influence in a significant way the values, the culture, the integrity, the strategy, and the operativity, of the organization and of the persons who operate on its behalf; 
-     preventing or eliminating, inside its organisational structure, conflict of interest with could, in contrary cases, bring non-ethical conducts; 
-    establishing and maintaining active mechanism of supervision and control for the monitoring, support and enforcing ethical conduct; 
-    establishing and maintaining active mechanisms to enhance the reporting of non-ethical conducts without dread of negative consequences; recognizing and treating in adequate way the single territorial and concrete situation, where laws and local regulations don’t exist or are in conflict with ethical conduct; 
-    respecting the wellness of animals, in case the company’s activity has to do with their life or existence, moreover ensuring the provision of good conditions of care, farming, production, transport, and animal, use. 

4.4 Respect for stakeholders' interests
With this code of ethics, Tessilform S.p.A. assumes a commitment to respect, take into consideration and respond to the interests of its stakeholders. 
Indeed, it must be remembered that although the objectives of a business or organization are generally limited to the interests of its owners, members, customers, or affiliates, frequently other individuals or groups of individuals may have rights, demands or specific interests that deserve to be taken into consideration. Precisely such individuals or groups of individuals, collectively understood, represent the stakeholders of the organization or enterprise. 
In order to respect these interests, Tessilform S.p.A. is committed to:
- identify its stakeholders;
- recognize and have due regard for the interests and rights of its stakeholders, as well as respond to the concerns expressed by them;
- recognize that some stakeholders may significantly affect the organization's activities;
- evaluate and take into account the relative ability of stakeholders to make contact with, engage and influence the organization;
- take into account the relationship between the interests of stakeholders and the broader expectations of society and sustainable development, as well as the nature of the stakeholders' relationship with the organization;
- take into account the opinions of stakeholders whose interests are frequently affected by decisions or activities of the company, even though they do not exercise a formal role in the governance of the organization or without being aware of these interests.

4.5 Repudiation of any discrimination
In decisions affecting relations with its stakeholders (choice of customers, relations with capital holders, personnel management and labour organization, selection and management of suppliers, relations with the surrounding community and the institutions that represent it), Tessilform S.p.A. avoids all discrimination on the basis of age, gender, sexuality, health status, race, nationality, political opinions and religious beliefs, etc.

4.6 Respect for the principle of legality 
Tessilform S.p.A., with this Code of Ethics, accepts the obligation to respect the principle of legality, recognizing the supremacy of law and the principle that no individual or organization is placed above the law.
The principle of legality, in fact, stands in contrast to the arbitrary exercise of power, determining for effect the need for both laws and regulations to be written, disseminated to the public, and enforced impartially according to established procedures.  
This principle is also framed in the context of social responsibility implying the necessary compliance by the member company with all applicable laws and regulations. Therefore, Tessilform S.p.A. endeavours to know all laws and regulations applicable to it, so that it can inform those within the organization who are called upon to observe and implement such measures of its obligations.
Tessilform S.p.A. undertakes to:
- comply with all legal requirements applicable to it;
- ensure that its relations and activities comply with the current legislative framework;
- keep up to date with all legal obligations;
- periodically review compliance with all applicable laws and regulations.

4.7 Compliance with international standards of conduct
Given its commitment to the principle of legality, Tessilform S.p.A. chooses to also adapt its activities to international standards of conduct:
- in cases where the law or its implementation methods do not provide adequate environmental and social guarantees;
- in countries where the national law or its implementation methods appear to be in conflict with international standards of conduct;
 - if the law or its implementation arrangements appear to be in conflict with international standards of behavior and non-compliance with those standards could have significant consequences, then reviewing the nature of its relationships and activities within that area;
- considering the desirability of identifying legitimate channels of communication to attempt to influence additional relevant organizations and authorities to remedy situations of conflict that may arise between local law and with international standards of conduct;
- avoiding being complicit in activities of other companies or organizations that conflict with or are inconsistent with international standards of conduct.

4.8 Respect for Human Rights
Tessilform S.p.A. respects human rights while carrying out its activities and recognizes their importance and universality.
To this end, it has chosen to:
- respect and, where possible, promote the rights defined in the International Charter of Human Rights;
- respect the universality of these rights, so that they are applicable in an unfailing way in all countries, cultures, and situations;
- adopt measures directed to the respect of human rights even in those situations where they are not protected, avoiding in any way taking advantage of this situation of diminished protection;
- adhere to international standards of conduct when the law or its implementation methods do not provide adequate protection of human rights.

4.9 Respect for gender equality and prohibition of discrimination
Tessilform S.p.A., with a view to openness and inclusion as its founding values, promotes the enhancement of diversity and the contrast of gender stereotypes and violence and to this end is committed to the removal of any barrier, including cultural barriers, which constitutes an impediment to women's access to the world of work, compressing the possibility of growth and comparison on equal terms with men.
Likewise, Tessilform S.p.A. is committed to: 
- respect the principles of parity and equality present in the Constitution of the Italian Republic and any similar underlying legislation up to and including this Code of Ethics;
- adopt internal policies aimed at fostering women's employment and preserving it over time by favouring the development of projects of a professional and personal nature of the female worker;
- ensure that all personnel receive adequate training and information on the subject of respect for diversity, inclusiveness and equal opportunities;
- adopt personnel evaluation and selection policies based on principles of equality, meritocracy and equal opportunities;
-  ensure that employees are treated in a manner consistent with their ability to meet the requirements of their assigned role and task, avoiding all forms of discrimination on the basis of gender, race, sexual orientation, social and personal position, physical and health condition, disability, age, nationality, religion, union membership or political and/or personal convictions;
- prohibit any act, covenant or behaviour that produces a prejudicial effect by discriminating against male or female workers based of their sex. The prohibition also has an effect concerning “indirect” discrimination, i.e., when a neutral provision, practice, act, covenant or conduct puts or is likely to put workers of a particular sex at a particular disadvantage compared with workers of the other sex;
- to remove, within the limits of its possibilities, any obstacle to concrete equality between men and women within the work environment by ensuring, to this end, equal opportunities in access to work, equal pay, equal access to career and training opportunities and the implementation and awareness of the issue of paternity leave in line with the best European policies;
-  promote welfare policies to support family caregivers in a way that fosters work-life balance;
- pay the maximum attention to avoiding stereotypes in promotion, marketing and communication activities, conversely promoting the visibility of women's contribution to the world of work;
- disseminate the culture of equal opportunities outside the company's borders as well, involving stakeholders and promoting the principles of equality and inclusion.

4.10 Prohibition of Violence and Harassment in the Workplace (ILO Conv. 190)
Tessilform S.p.A. expressly rejects any behaviour that constitutes physical or psychological violence, coercion, harassment (including harassment of a sexual nature however carried out), bullying or attitudes in any way attributable to mobbing and harassment practices. In line with the provisions of this Code of Ethics, Tessilform S.p.A. prohibits without exception all forms of violence and harassment at work within the Company. Therefore, Tessilform S.p.A. is committed to: 
- promote and corporate culture based on respect, professionalism, non-discrimination and equal opportunities;
- prohibit the commission of acts of violence or harassment at work, against any person within the Company, workers, trainees, apprentices, and, in general, any other person who comes into contact with the Company or third parties in the performance of their work activities;
- to promote a work environment free of violence and harassment, whereby everyone has a responsibility to work together to create a work environment marked by respect, to support as much as possible those who report conduct or incidents of violence and harassment, and to cooperate in related investigations;
-  ensure the provision of appropriate reporting channels for the timely handling of reported situations and the confidentiality of reports;
- oversee compliance with these principles and to take measures to prevent, identify, and report, potential violations;
- prohibit the commission of any act of retaliation or victimization against persons who have reported, persons who have been subjected to violence or harassment, witnesses or informants;
- ensure the adoption of appropriate measures against those who have committed violence or harassment, aimed at ensuring the interruption of the conduct and the application of disciplinary sanctions, in addition to any contractual remedies that may be applicable, including suspension, termination of the contract, prohibition from doing business with Tessilform S.p.A. and claims for damages. All measures and actions will be taken with the protection of the harassed person in mind.

4.11 Prohibition of child labour (ILO Conv. 138)
Tessilform S.p.A. is committed to operating in production or distribution contexts that comply with ILO Conventions with particular reference to child labour, in the form of slavery or in environmental conditions that may compromise health, safety or morality. Complies with local regulations and customs. Rejects goods and services from such suppliers.

4.12 Prohibition of Forced Labor (ILO Conv. 29 and 105) and Non-Discrimination in Employment (ILO Conv. 111) 
Tessilform S.p.A. takes steps to ensure that the ILO principles on the prohibition of forced or compulsory labour and all forms of discrimination on the grounds of race, religion, sex, political opinion, descent, and social origin are respected.
 
5. Method of Implementation
To complete the implementation of the Code of Ethics, the Board of Directors appoints and dismisses the Supervisory Board for the internal control, identifying the community in which Tessilform S.p.A. operates subjects with ethical and professional characteristics that can guarantee quality, independence, and authority in decision-making.
• Duties of the Supervisory Board for Internal Control
The Code of Ethics competes with the Supervisory Board for the internal control the following tasks:
- take decisions in respect of infringements of the Code of significance reported by the head of department;
- expresses binding opinions on the revision of the relevant policies and procedures to ensure consistency with the Code of Ethics;
- periodically review the Code of Ethics.
To this end, the Supervisory Board will assess:
- communication plans and ethics training;
- the work plan prepared by the department managers for compliance with the Code of Ethics.
• Communication and training
The Code of Ethics is brought to the attention of internal and external stakeholders through appropriate communication activities, i.e. through inclusion on the company website.
In order to ensure the correct understanding of Model 231 and the principles of the Code of Ethics to all Tessilform S.p.A. collaborators, Tessilform S.p.A. carries out training activities aimed to promote awareness of Model 231. 
•    Reporting of stakeholders
Tessilform S.p.A. shall establish for each stakeholder communication channels in which to address their reports.
Alternatively, all the stakeholders of Tessilform S.p.A. may report in writing any violation or suspected violation of the Code of Ethics to the Supervisory Board, which will analyse the report, possibly hearing the author and responsible for the alleged violation.
The Supervisory Board acts to protect informants against any kind of retaliation as an act that could give rise, even the suspicion of being a form of discrimination or punishment (for example, for suppliers: interruption of the relations of business; for employees: failure to promote, etc.).
It is also ensured the secrecy of the informants’ identity, unless legal obligation, where it is not necessary that this identity is made evident.