100 years of innovation

1. SUMMARY OF THE CODE OF ETHICS

In business, Giovanardi S.P.A. (henceforth called Giovanardi or Company) refers to the defense of human rights, labor, safety, environment, as well as to the system of values and principles concerning transparency and integrity, energy efficiency, sustainable development, according to the requirements of the Institutions and International Conventions.
With respect to this subject, Giovanardi works in full compliance with the Universal Declaration of Human Rights of the United Nations, with the international standard Social Accountability 8000, with the fundamental Conventions of the ILO – International Labor Organization – with special attention to the defense of labor rights and trade-union rights, to the rejection of any kind of discrimination, to the rejection of forced labor and child labor and of all forms of corruption, to the protection of dignity, health and safety in the workplace and to the environmental conservation.
In addition, Giovanardi commits to contribute to the promotion of the quality of life, the socio-economic development and the training of human capital and local expertise, while conducting the business activities in domestic and foreign markets, following an operating method compliant with the good business practices.
All the activities of Giovanardi are performed according to the awareness of the Social Responsibility of the Company towards all the stakeholders, and in the belief that the ability to communicate and interact with the civil society is an important asset for the Company.
Giovanardi has considered the issue of this document • Code of Ethics – as a necessary action in order to declare the set of values and business rules that should guide the behavior and actions of the Directors / Employees / Partners / Consultants and, more generally, of all people working for the Company at any level and title.

2. FIELD OF APPLICATION AND BENEFICIARIES

This Code of Ethics applies to all people who are directly or indirectly related to Giovanardi, as stated in the Introduction, irrespective of the kind of relationships existing between the Parties.
The above-mentioned individuals are hereinafter called “Beneficiaries”.

3. COMPANY MISSION

Giovanardi offers ideas and technological solutions for communication in stores and much more.
The main purpose is Customer satisfaction. This result is achieved thanks to the study and development of personalized solutions to meet every specific need.
To reach the aim, Giovanardi builds a close relationship with Customers in order to gain understanding of their universe of values and works on a constant technological research of the best processes and products.
This view is completed by the exclusive craftsmanship and expertise of the human resources, who make each project special and effective thanks to their experience and flexibility.

4. VALUES

Giovanardi has the purpose to provide a service/product in the field of displays and communication materials in stores and design solutions. To achieve this business aim, the Company is founded on values that should be accounted as a constant and essential reference for the definition of conduct.
These values are:
innovation and change;
cooperation and interchangeability;
competitiveness and efficiency;
fairness and compliance;
customer satisfaction and quality;
enhancement of human resources and skills.

4.1 INNOVATION AND CHANGE

The Company promotes the innovation capacity of services and processes to strengthen and develop the presence on the market, the creativity and the expression of innovative proposals, ideas, methods and processes coming from the individual, the ability to deal with changes in order to achieve advanced results in the field of activity and competence.

4.2 COOPERATION AND INTERCHANGEABILITY

The behavior of all Beneficiaries should be based on the uttermost cooperation between colleagues according to the particular duties and responsibilities.
They should be guided by the awareness of working on a common goal and by the resulting need to overcome the possible obstacles, of any kind and at any level of the organization. It is essential to promote communication and transparency and to develop team and processing procedures to achieve the result.
It is also important to develop synergies and coordination between the departments, in order to identify each and every opportunity for growth in agreement with the strategies of the Company.

4.3 COMPETITIVENESS AND EFFICIENCY

Giovanardi believes that a high level of efficiency of all the components and resources is a necessary condition to reinforce and develop the position on an increasingly competitive market.
The Company requires therefore to anyone the maximum commitment to provide inputs, both on the operational and decision-making levels, according to the timeline and quality standards required.
The Company undertakes to work on the research and implementation of functional organizational solutions, for the improvement of processes and the optimization of activities.
The Company asks the Beneficiaries to ensure proper compliance with the cost and efficiency standards established, each one in accordance with his own duties and responsibilities, as well as a strong focus on the achievement of the objectives and results.

4.4 FAIRNESS AND COMPLIANCE

Fairness is a primary value for Giovanardi and it has guided the actions and the management of internal and external relations through the years.
It is realized in the observance of the laws and agreements and, more generally, of the rules and procedures governing the conduct and working activities, and it is the foundation of the interpretation and activity according to the principles of good faith, integrity and loyalty.

4.5 CUSTOMER SATISFACTION AND QUALITY

Customer satisfaction is a constant and primary reference for Giovanardi, both in choices and strategies. In this vision, it is important to combine a strong innovative spirit with the ability to detect market’s changes and expectations, keeping the high level of quality unchanged as usually offered by the Company. The good reputation is also reached ensuring the validity and accuracy of commercial information addressed to the customers.

4.6 ENHANCEMENT OF HUMAN RESOURCES AND SKILLS

Human resources are a key factor in the success of Giovanardi.
It is important to favor the best conditions to allow people to express their skills and abilities, to support training as well as the development of professional competences, to provide a high level of motivation and the recognition of merit.
It is also necessary to work on the strengthening of expertise and the transfer of proficiency in case of turnover, ensuring the efficiency of processes and the protection of the Company know how.
Proactivity and results orientation of all the people working for Giovanardi are fundamental to the pursuit of excellence.

5. RULES

5.1 CONFLICTS OF INTEREST

Beneficiaries commit to avoid conflicts of interest as well as all improper situations that may affect the relationships with the counterparts and/or however the execution of the activities of specific expertise.
The following circumstances can be considered relevant to the presence of a possible conflict of interest, as an example:
all kinds of cooperation to the benefit of another Company competing with Giovanardi or all kinds of personal activity in competition with Giovanardi;
personal profit, declared or hidden, in the business of Giovanardi’s customers or suppliers;
the exploitation of one’s title or position in Giovanardi to pursue, even indirectly, opposite or contrasting interests against those of the Company;
the achievement or receipt, thanks to one’s position, of personal advantages or favors of any kind, gifts, benefits, payments or other means (such as products or services), for one’s self or Third Parties, other than a symbolic value due to ordinary courtesy relationships;
the participation to entertainment related to work (e.g. travel, shows, lunches, dinners, events) that are not clearly functional and proportionate to the promotion/maintenance of good working relationships;
the adoption of professional relationships with Organizations/Third Party Companies where relatives or partners of the Beneficiaries operate;
the use of all information acquired during working to the benefit of one’s self or Third Parties, in contrast with the interest of Giovanardi.
Each situation even potentially likely to set up a conflict of interest between the Beneficiary and the Company should be notified immediately by the Beneficiary to his direct supervisor or, in case of external staff, to the Company representative.
Giovanardi should take the appropriate actions against the specific case, including the decision to force the abstention of the person from the working activities that could cause the conflict of interest.
The Beneficiaries commit to respect the decisions taken by Giovanardi in this regard.

5.2 USE OF THE ASSET AND EQUIPMENT OF THE COMPANY

All the Beneficiaries, internal or external to Giovanardi, undertake to use the asset/equipment of the Company only to perform the working activities, avoiding use for personal purposes or aims other than the Company’s interest, and to safeguard them with the utmost care.
The archives of material and databases should be stored by the Beneficiaries with the utmost care, in
line with Company procedures and regulations; the Beneficiary could be required, if necessary, to pay compensation for eventual damages caused (e.g. loss, destruction or deletion of data stored in files/databases).

5.3 BUSINESS RELATIONSHIP

The execution of working activities is regulated by the duties of fairness and respect of the instructions given by the employer as defined in paragraph 2104 of the Civil Code and, more generally, by all the regulations of law and contract protecting the business activity.
It is absolutely forbidden to each employee/partner/consultant of Giovanardi, to natural and legal person, to perform during working hours and/or in the business premises, working activities for one’s own benefit or Third Parties’ advantage.
It is not permitted to the employees to perform other professional activities interfering with the execution of the working tasks or to use information belonging to Giovanardi to conduct activities other than one’s own job.

5.4 ADMINISTRATIVE AND ACCOUNTING DOCUMENTATION

Giovanardi commits to define and store the compulsory administrative and accounting documentation in such a way as to ensure completeness, transparency, clarity, and precision, in compliance with the laws in force.
All transactions are properly recorded and documented, in order to make it easy to trace the details and reason of the operation and to identify the person who authorized, performed, recorded and checked the deal.
The Beneficiaries are required to promptly report the eventual presence of errors or omissions found in the compulsory administrative and accounting documentation.
The documents of administrative and accounting use, where presented by the Beneficiaries to obtain any eventual refund or other proper utilities, should be true and compliant with the principles and provisions of Giovanardi.

5.5 CONTRACTS

The Beneficiaries are not allowed to sign contracts / agreements / commitments on behalf of Giovanardi without the necessary authorization and related instruments.

5.6 CONFIDENTIALITY

The Beneficiaries, even under the obligations in paragraph 2105 of the Civil Code, undertake to avoid business, both direct or on behalf of Third Parties, in competition with Giovanardi during the time of the relationship with the Company and to avoid to disclose information concerning Giovanardi’s organization and methods of production, or to use them in such a way as to damage the Company, even after the termination of the relationship.
In particular, the Beneficiaries commit to keep all documents confidential and to protect them, such as technical drawings, texts, services, designs, IT program or similar owned by Giovanardi, and to use this material only for working performances and to ensure the return on request or at the end of the cooperation.

6. PROTECTION

6.1 COPYRIGHT AND INTELLECTUAL PROPERTY

Giovanardi protects the copyright in all expressions. The Beneficiaries should have the necessary permission to manage in any way the material protected by copyright.
The Beneficiaries should not install/download on the computer provided by the Company any software or hardware which are not owned or supplied by the Company.
All the documents and files produced by the Beneficiaries during the execution of their work or cooperation with Giovanardi are property of the Company.

6.2 FAIRNESS, EQUAL OPPORTUNITIES AND REJECTION OF DISCRIMINATION

Giovanardi agrees not to engage acts of discrimination related to age, sex, sexual orientation, health status, race, nationality, political and religious opinions of people or Institutions.
The Company undertakes not to engage discriminatory conducts in the activities of recruitment, selection and hiring of personnel, assignment of work, training, pay and professional growth, which should be based on evaluation criteria such as competence of the resources and merit.

6.3 HEALTHCARE IN THE WORKPLACE AND PROTECTION OF THE WORKERS’ PHYSICAL ENTIRETY

Giovanardi pays attention to safety, prevention in the workplace, occupational hygiene, health and physical entirety of workers and takes actions in accordance with the existing regulations.
All employees, partners and Third Parties are required to follow strictly all the procedures and internal rules of Giovanardi concerning health and safety in the workplace, and to develop and update them in accordance with current legislation. In particular, people are required to report to their supervisor any comments relevant to malfunctions or possible improvements.

6.4 PROTECTION OF COMPETITION

With reference to the relationships with customers and suppliers, Giovanardi commits to comply with both the EU and National laws protecting competition, which is considered a fundamental principle for the development of the Company.
Each Beneficiary should respect these rules while executing actions and behaviors and should avoid the violation of the principles of fairness and integrity, which are considered by Giovanardi the basis of competition among businesses.

6.5 ENVIRONMENTAL CONSERVATION

Giovanardi acknowledges the protection and conservation of the environment as a primary need and takes all possible measures to limit the impact of its activities.

7. RELATIONS

7.1 RELATIONS AMONG PEOPLE

Giovanardi believes that the quality of the relationships among its employees and partners/consultants is an essential value and that the relationships should be based on the principles of peaceful coexistence, respect of the rights and freedom of individuals.
Managers should develop good relationships with the employees, based on mutual respect and free from offensive approach and improper attitudes far from the correct managerial behavior; they should promote the team identity in Giovanardi and ease the diffusion and sharing of its values as well as the accurate and timely compliance to the rules. They should exercise their managerial duties objectively and fairly, paying particular attention to the motivation and career growth of the employees according to the specific professional skills.
Each employee is required to engage a cooperative attitude towards colleagues and/or managers, avoiding offensive and insulting conducts or behaviors, and he should execute his tasks with the utmost responsibility, efficiency and diligence, following the instructions received with care and quickness.
In any case, the family relations or cohabitation between colleagues or partners should not affect in any way the working activities.

7.2 INTERNAL RELATIONS

Each Beneficiary, at every level of the organization, is required, in his daily activities, to engage conducts intended to ease the cooperation between the various business functions.
Each Beneficiary, at every level of the organization, is required to respect the responsibilities of competence and mandate, according to the personal autonomy of each function.
Communication and transparency are the guideline principles for the correct relations among the business functions. The use of communication tools (e-mail …) should be clear, appropriate and essential to prevent abusive use.
The research for organizational solutions and operational flexibility should be promoted, according to the competences and peculiarities of each function, with the aim to achieve the common goal on the high interest of the Company.

7.3 RELATIONS WITH THIRD PARTIES (CUSTOMERS, SUPPLIERS AND OTHER THIRD PARTIES)

The behavior towards customers should be based on the criteria of availability, respect, courtesy and professionalism. Giovanardi commits to provide customers with high quality services and to respect the authenticity and validity of commercial communications and other information.
In the research and selection of goods suppliers and/or service providers, it is important to follow objective and proven evaluations inspired by the constant research for highest competitive advantage, by the achievement of suitable levels of service according to Giovanardi’ standards and by the respect for the values and rules of the Company.
With reference to the relationships with the suppliers of goods and services, and with customers and other Third Parties, the Beneficiaries of the Code of Ethics should not offer or accept gifts or benefits or other means (e.g. lunches, dinners, events, travels, products or services) exceeding a symbolic value due to ordinary courtesy relationships. They should not in any case offer/accept money.

7.4 RELATIONS WITH INSTITUTIONS AND PUBLIC ADMINISTRATION

Giovanardi manages the relations with Institutions and Public Administration in accordance with the principles of cooperation, independence and fairness.
The contacts with Public Administration should be led in accordance with laws and proper business practice, avoiding to improperly influence the decisions of the other Party.

8. CONTROL OF THE COMPLIANCE WITH THE CODE OF ETHICS AND PENALTIES

The regulations in this Code of Ethics have the value of internal rules. Compliance with the Code of Ethics is a contractual obligation for the employees as declared in paragraph 2104 of the Civil Code.
Each Beneficiary, in case of a possible non-compliance with this Code of Ethics, is required to inform promptly the manager, who will forward the details to the Director for the adoption of appropriate actions. According to laws and contract, each possible non-compliance with this Code of Ethics could entail the adoption, by the Director towards the Beneficiaries, of penalties, including disciplinary actions. The entity of the penalties will be commensurate with the provisions of the Work National Collective Contract and could include, in serious cases, the termination of the business relation with Giovanardi, in accordance with the procedures in paragraph 7 of the Law dated 20th May 1970 n. 300 (Workers’ Statute) and in accordance with the relevant rules of the Work National Contract. If provided for by law, Giovanardi could also ask for compensation for damages and legal costs.
Compliance with the Code of Ethics is a contractual obligation also for partners/consultants and/or any Third Party working for the Company at any title. Violations of the regulations of the Code of Ethics are considered as a breach of the Contract obligations, and could involve legal and contractual consequences including, if necessary, the resolution of the Contract and the compensation for damages and legal costs. The penalties imposed by Giovanardi will be proportionate to the seriousness of the violations to the regulations of the Code of Ethics.
In case of need for clarification on the principles and provisions of this Code of Ethics, people should address to the Management Board.

9. DISTRIBUTION AND UPDATE OF THE CODE OF ETHICS

Giovanardi commits to distribute the Code of Ethics to the Beneficiaries by all suitable means of communication, including the use of the Company network where appropriate.
All possible necessary changes and additions should be approved by the Board of Directors of Giovanardi.

10. IN FORCE TERMS

The provisions of this Code of Ethics are intended in force from the date of approval by the Board of Directors of Giovanardi.
Concorezzo (MB), 19/12/2014