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THE ETHIC CODE OF POTOCCO S.p.A.

0.1, 26/03/2018, Adoption, Signature
02, 27/03/2024, Revision
03, 26/02/2026
Rev., Date, AD, Chairman BoD, CDA, Function, Drafted, Verified, Approved

Table of Contents

  • PREMISES
  • Commitment of the Management
  • Mission of the Company
  • Vision and Values of the Company
  • Article 1. NATURE AND PURPOSE OF THE CODE
  • Article 2. RECIPIENTS
  • Article 3. MANAGEMENT OF REPORTS WITH WHISTLEBLOWER PROTECTION (WHISTLEBLOWING)
  • Article 4. SUPERVISORY BODIES FOR THE IMPLEMENTATION OF THE CODE
  • Article 5. IMPARTIALITY AND CONFLICT OF INTEREST
  • Article 6. PERSONNEL MANAGEMENT AND INTERPERSONAL RELATIONS
  • Article 7. WORK ENVIRONMENT
  • Article 8. USE OF COMPANY ASSETS
  • Article 9. ACCOUNTING AND FINANCIAL MANAGEMENT
  • Article 10. SAFETY AND ENVIRONMENT
  • Article 11. RELATIONS WITH THE PUBLIC ADMINISTRATION
  • Article 12. EXTERNAL RELATIONS
  • Article 13. SPONSORSHIPS AND GIFTS
  • Article 14. CORPORATE OBLIGATIONS
  • Article 15. MANDATORY COMPLIANCE AND SANCTIONS
  • Article 16. ENTRY INTO FORCE, UPDATES, AND DISSEMINATION OF THE CODE

PREMISES

Commitment of the Management

POTOCCO S.p.A. is an industrial entity with both national and international scope, conscious—within the limits of its own dimensional reality—of the role it must play with regard to the market, the economic development of its local territory, and the individuals who work within or collaborate with it.

POTOCCO S.p.A. considers it necessary to duly acknowledge the interests of all legitimate stakeholders in relation to its business activities (“Stakeholders”) and to clearly define the values and responsibilities of each party, generally recognized, accepted, and shared.

For this reason, the “Ethic Code” has been drawn up, the observance of which, by administrators, auditors, employees at every level, and external collaborators, each within their own functions and responsibilities, is an essential behavior to ensure the efficiency and reputation of POTOCCO S.p.A.

POTOCCO S.p.A. is committed to promoting awareness of the Ethic Code among all identified Stakeholders through appropriate communication tools, ensuring consideration for any suggestions and observations they may provide.

POTOCCO S.p.A. carefully monitors compliance with the Ethic Code by implementing suitable tools and procedures for information, prevention, and control, ensuring transparency in operations and behavior, and intervening, if necessary, with corrective actions.

POTOCCO S.p.A. adopts this Ethic Code with the aim of uniformly organizing the procedural system already in place to protect the interests of the various categories of Stakeholders.

Mission of the Company

The mission of the Company is the manufacturing of chairs, furniture, parts of furniture in general, similar and related products, and furnishing objects in general, as well as their commercialization in national and international markets; all of which is aimed at achieving the utmost satisfaction of its Clients while ensuring respect for the principles of equity and fairness in work relationships, compliance with worker safety regulations, and adherence to the laws and regulatory provisions applicable to the specific business activity carried out.

Vision and Values of the Company

The mission of the Company is the manufacturing of chairs, furniture, parts of furniture in general, similar and related products, and furnishing objects in general, as well as their commercialization in national and international markets; all aimed at achieving the utmost satisfaction of its Clients while ensuring respect for the principles of equity and fairness in work relationships, compliance with worker safety regulations, and adherence to the laws and regulatory provisions applicable to the specific business activity carried out.

The values upon which our activities are founded are:

  • LEGALITY: All Employees are required to comply with the laws and regulations in force in the countries where they operate, as well as with the Code of Ethics and the company’s internal rules, applying them with integrity and fairness.
  • INTEGRITY: In its dealings with third parties, the Company is committed to acting fairly and transparently, avoiding misleading information and behaviors that could take undue advantage of others’ weaknesses or lack of knowledge. While pursuing the maximization of its economic and financial results, the Company is committed to establishing fair business relationships with third parties.
  • LOYALTY: External relations, relationships with employees, and interactions among employees must be based on the utmost loyalty, which consists of keeping one’s word, honoring promises and agreements, acting with a sense of responsibility, valuing and safeguarding company assets, and applying an attitude of complete good faith in every activity or decision.
  • RESPECT FOR HIERARCHICAL – FUNCTIONAL RELATIONSHIPS: Employees are committed to respecting the hierarchical-functional relationships within the company’s organizational structure, recognizing that such respect is essential for the proper execution of each individual task.
  • CONFIDENTIALITY: Employees are committed to treating all information obtained in relation to their work activities as confidential and, therefore, not to disclose it except within the limits necessary for carrying out their duties.
  • ABSENCE OF CONFLICT OF INTEREST: Employees ensure that every business decision is made in the interest of the Company and must therefore avoid any situation of conflict of interest between personal or family economic activities and their roles within the Company that could compromise their independence of judgment and decision-making.
  • SAFETY, HEALTH PROTECTION, AND WORKING CONDITIONS: The Company promotes working conditions and environments that protect the physical and mental well-being of individuals and encourage proactivity, creativity, active participation, teamwork, and a sense of responsibility.
  • EQUAL OPPORTUNITIES: Professional development and employee management are based on the principle of equal opportunity; the recognition of achieved results, professional potential, and demonstrated skills represents key criteria for career advancement, in order to ensure transparency in the evaluation method and communication procedures.
  • SUSTAINABILITY: The Company is mindful of the impact of its decisions on the environment and the community.

Article 1. NATURE AND PURPOSE OF THE CODE

The Code of Ethics (hereinafter referred to as the “Code”) is an official document of POTOCCO S.p.A. (hereinafter referred to as “POTOCCO” or the “Company”), approved by the Board of Directors, which encompasses the principles and the behavioral rules to which all those who operate within the corporate environment and, in any case, have dealings with the Company are subject.

The purpose of this Code is to declare and disseminate the values and behavioral rules that the Company intends to consistently refer to in carrying out its entrepreneurial activities. These values are represented by the principles of transparency, honesty, fairness, impartiality, confidentiality, good faith and full compliance with the rules established to protect competition and the market.

The Company is determined to carry out its activities in full compliance with Italian laws and those of the countries in which it may operate, including in collaboration or association with other companies; in particular, the Company is committed to aligning its activities with the provisions of Legislative Decree No. 231 of June 8, 2001 (hereinafter also referred to as the Decree) and subsequent amendments and additions.

The Code must therefore be considered as an essential foundation of the Organizational, Management, and Control Model pursuant to Legislative Decree 231/01, since together they constitute a systematic body of internal regulations aimed at promoting a culture of ethics and transparency and represent an essential element of the control system; the behavioral rules contained therein are complementary, even though the two documents serve different purposes.

Article 2. RECIPIENTS

This Code is binding and must be observed by:

  • all personnel employed by the Company;
  • any individual who performs activities in the name and on behalf of the Company, wherever they operate, whether in Italy or abroad, including those who hold positions of representation, administration, or management within the Company, Auditors, external collaborators, and consultants acting in the interest of POTOCCO S.p.A.

All Recipients are required to comply with and, within the scope of their responsibilities, ensure compliance with the principles contained in this Code: under no circumstances can the claim of acting in the interest of the Company justify behaviors that conflict with those stated herein or, more generally, with laws, regulations, and rules.

The Company is committed to ensuring the timely internal and external dissemination of this Code. Non-compliance with the Code of Ethics and the principles and rules set forth therein may be reported through the whistleblowing system described in the Whistleblowing Procedure adopted by the Company.

The term “Stakeholders” refers to those individuals or entities directly or indirectly involved in the Company’s activities and who have, in any case, an interest in the decisions, strategic initiatives, and potential actions undertaken by the Company.

Below are some examples of Stakeholders:

  • employees;
  • customers;
  • suppliers (both commercial and financial);
  • shareholders;
  • public institutions, trade associations, and environmental organizations.

The fairness in relations with such parties is a non-negotiable objective for the Company, as it is a fundamental imperative of the Code and a key element in building a relationship of mutual trust between the Company and its Stakeholders.

All Stakeholders may submit written reports, including anonymously, through dedicated confidential internal channels, regarding any violation or suspected violation of the Code of Ethics to the Reporting Manager in the manner and within the terms indicated in the Procedure for reporting unlawful conduct “Whistleblowing” adopted by the Company in compliance with Legislative Decree 24/2023 and as further specified in the following paragraph.

The following may also be reported, by way of example:

  • any omissions, negligence, or falsifications in accounting records or in the preservation of documentation supporting accounting entries;
  • any irregularities or malfunctions in management, including those related to resources provided by parties engaged in business relationships with the Company, and in the methods of service delivery;
  • any offers of gifts (exceeding nominal value) or compensation from individuals or entities with whom the Company maintains business relations;
  • any orders received from superiors that are believed to be in conflict with the law, internal regulations, the Organizational, Management and Control Model (MOG), or this Code of Ethics.

The Company strictly prohibits its senior management from engaging in any retaliatory or discriminatory acts, whether direct or indirect, against the whistleblower for reasons directly or indirectly related to the report.

Article 3. MANAGEMENT OF REPORTS WITH WHISTLEBLOWER PROTECTION (WHISTLEBLOWING)

The Company, in order to make effective the protections set forth in this Code, has implemented an internal procedure for the reception, management, analysis, and handling of reports of discrimination, harassment, or abuse. The procedure ensures the highest level of confidentiality and privacy in the handling of reports in order to protect whistleblowers against any form of retaliation. The identity of the whistleblower is kept confidential in compliance with specific legal obligations and in accordance with the provisions of Legislative Decree 24/2023.

Any reports of violations of the Code of Ethics, unlawful conduct, or potential offenses relevant under Legislative Decree No. 231/2001 or Legislative Decree 24/2023 shall be addressed to the Reporting Manager responsible for the reception and management of reports pursuant to applicable laws (Legislative Decree 24/2023), using the internal reporting channels provided in the Whistleblowing Procedure adopted by Potocco and listed below:

  • through a Whistleblowing IT Platform, as the preferred internal reporting channel designed to ensure, through electronic means, the confidentiality of the whistleblower’s identity in compliance with the regulations and also accessible from the Company’s website;
  • through a oral report with a request for a direct meeting to be made by telephone at +39-0432-1698065 during normal office hours (09-12.30 / 14.30-18.00) pursuant to Article 4, paragraph 3, of Legislative Decree 24/2023. NB: reports received through this channel will be entered into the IT platform by the Reporting Manager.

The Reporting Manager, in compliance with all applicable laws, shall report to the Supervisory Body in accordance with the Whistleblowing Procedure adopted by the Company. The Company has adopted specific procedures, protocols, and privacy documents in relation to the possibility of whistleblowing reports; said documents, forming an integral part of this Code of Ethics, are published on the company website, posted on company notice boards, both physical and virtual, and available to anyone who requests them.

Article 4. SUPERVISORY BODIES FOR THE IMPLEMENTATION OF THE CODE

The responsibility for monitoring compliance with the Code is entrusted to the Supervisory Body (also referred to as “SB”), as established by the “Organizational, Management and Control Model pursuant to Legislative Decree No. 231 of June 8, 2001”. The Supervisory Body proposes to the Board of Directors any necessary or appropriate updates or adjustments to the Model based on the evolution of laws and company activities.

In particular, the Supervisory Body is assigned the following tasks:

  • promote the implementation of the Code of Ethics;
  • report to and propose to the Management Body initiatives useful for greater dissemination and understanding of the Code, also to prevent the recurrence of confirmed violations;
  • examine reports of possible violations of the Code of Ethics other than those related to the whistleblowing regulations (Legislative Decree 24/2023), promoting the most appropriate investigations;
  • communicate to the Management Body the results of investigations relevant for the adoption of any disciplinary measures; likewise, inform the competent supervisors of the results of investigations relevant for the adoption of appropriate measures.
Article 5. IMPARTIALITY AND CONFLICT OF INTEREST

The Company, in carrying out its activities, operates according to principles of fairness, fair competition and transparency towards all market participants. Those required to comply with this Code, in the performance of their work duties, act with impartiality and neutrality and make decisions with rigor and transparency, in accordance with the law.

All Company personnel must avoid situations or activities that could lead to conflicts of interest with POTOCCO S.p.A. and/or with third-party companies connected to or controlled by it, or that could interfere with their ability to make impartial decisions. In this regard, personnel must not use their position within the company or the information acquired through their work in a way that creates a conflict between their personal interests and those of the company. Furthermore, without prejudice to the provisions of the applicable contractual regulations, Company personnel must not accept external assignments in companies or commercial enterprises whose interests are directly or even potentially in conflict or interference with those of POTOCCO S.p.A.

By way of example, and not exhaustively, the following situations may give rise to a conflict of interest:

  • having economic and financial interests, including through family members, with suppliers or competitors;
  • accepting money, gifts (except within the limits of normal courtesy and provided they are of nominal value), favors, or other benefits of any kind from individuals, companies, or entities that are or intend to enter into business relations with the Company;
  • exploiting one’s functional position to pursue interests conflicting with those of the Company;
  • entering into, completing, or initiating negotiations and/or contracts – in the name and/or on behalf of the Company – with family members or partners as counterparties, or with legal entities owned by or otherwise involving the Recipient;
  • taking personal advantage of so-called “price sensitive” information and business opportunities that came to one’s knowledge in the course of performing one’s functions within the Company.
Article 6. PERSONNEL MANAGEMENT AND INTERPERSONAL RELATIONS

In compliance with the Conventions of the International Labour Organization and current legislation protecting working conditions, the Company is committed to respecting fundamental human rights. In particular, the Company:

  • avoids, at every stage of the employment relationship—including the pre-employment phase—any form of discrimination (including those related to geographic origin, religion, belief, gender, marital or maternal status, age, political or union affiliation, nationality, disability, health, or sexual orientation) against its personnel, and offers all workers equal opportunities;
  • ensures the selection and hiring of employees is carried out in accordance with the values of equal opportunity and equality, in line with legal requirements, the Workers’ Statute, and applicable national collective labor agreements (CCNL);
  • fosters a work environment where individual characteristics do not give rise to discrimination;
  • ensures the protection of employees’ privacy and their right to work without unlawful influence;
  • monitors that in both internal and external work relationships, no one is subjected to subjugation through discrimination, violence, threats, deception, or abuse of authority;
  • commits to not establishing any employment relationship with individuals lacking a residence permit and does not engage in any activity that facilitates the illegal entry of undocumented individuals into Italy;
  • is committed to promoting a culture of workplace safety, including through informational and training sessions for staff, and to respecting the environment.

POTOCCO S.p.A. is committed to ensuring that in relationships among colleagues, everyone behaves according to principles of civil coexistence and in a spirit of full cooperation. All those responsible for specific activities must exercise the powers associated with their delegated authority with objectivity and prudent balance, respecting the dignity of their collaborators and adequately supporting their professional development.

Article 7. WORK ENVIRONMENT

Personnel have the right to join and form, or not to join or form, associations, without fear of retaliation, interference, intimidation, or harassment. They are also free to exercise the rights granted by law and/or collective bargaining agreements without suffering any harm or disadvantage as a result.

The Company requires that, in both internal and external work relationships, no form of harassment or behavior attributable to mobbing practices occurs, all of which are strictly prohibited. The following are considered such practices and will therefore be subject to disciplinary action: creating an work environment intimidating, hostile, isolating, or otherwise discriminatory; engaging in unjustified interference with the performance of others’ work; obstructing others’ career prospects for reasons of personal competitiveness.

Any form of strictly prohibited violence or harassment—whether sexual or related to personal and cultural differences. The following are considered as such: making any work-related decision conditional upon the acceptance of sexual favors; inducing collaborators to grant sexual favors by leveraging one’s position; proposing private interpersonal relationships despite lack of consent; making allusions to disabilities or impairments, or to cultural, religious, or sexual orientation differences.

The Company considers the following behaviors reprehensible and offensive: using vulgar and/or offensive language regarding beliefs; discriminating against diversity; using or tolerating any form of violence, threat, or corporal punishment; working under the influence of alcohol or drugs; consuming or distributing drugs during working hours; possessing pornographic material in any location associated with the Company; entering the workplace wearing inappropriate clothing.

Such behaviors will be prosecuted not only when directed at Company personnel, but also when exercised toward subcontractor personnel or independent collaborators. The rules of conduct and disciplinary procedures are posted on the company notice board. Employees have the right to appeal disciplinary measures through arbitration and/or legal proceedings in accordance with applicable laws.

Article 8. USE OF COMPANY ASSETS

The Company requires that every Recipient safeguard company assets, protecting its property, technological resources, IT systems, equipment, products, and know-how. Documents, work tools, and facilities owned by the Company are to be used exclusively for institutional purposes; they may not be used for personal purposes nor transferred to third parties without authorization.

Company assets also include business strategies, customer lists, personnel data, marketing programs, pricing policies, and financial data. All parties involved are required to ensure the confidentiality required by the circumstances for any information acquired. Information and data processed during work belong to the Company and may not be disclosed without authorization from a higher hierarchical position. Clients’ intellectual property (drawings, technical specifications) is likewise considered as company assets. Recipients are required to maintain a decorum consistent with the standing of the Company.

Article 9. ACCOUNTING AND FINANCIAL MANAGEMENT

The Company prohibits its employees from substituting or transferring money or assets derived from illegal activities. The Company and its employees must never be involved in money laundering in any form. Personnel must verify in advance the legality of business partners and suppliers before establishing business relationships. The Company complies with all applicable anti-money laundering regulations.

Article 10. SAFETY AND ENVIRONMENT

The Company aim to prevent risks associated with its business activities by adopting internal procedures; it has implemented a certified Quality Management System (ISO 9001) and Environmental Management System (ISO 14001). Fundamental principles include: avoid or minimize risk; prevent risks at source; prioritize collective protective measures; provide adequate instructions; adapt work to the individual to mitigate monotonous tasks; take into account technological advancements; replace what is dangerous with what is not; and plan coherent preventive actions.

All individuals must: take care of their own health and safety and that of others; contribute to fulfill safety obligations; comply with instructions for protection; correctly use equipment and safety devices; report immediately any deficiencies or hazardous conditions; not remove safety devices without authorization; and participate in training programs. Everyone is responsible for their own safety. Performing duties under the influence of alcohol or narcotics is prohibited. The Company is committed to reducing environmental impact through innovation.

Article 11. RELATIONS WITH THE PUBLIC ADMINISTRATION

Relations with the Public Administration are based on the utmost transparency and fairness. Dealings are maintained in accordance with the roles assigned by law and in a spirit of collaboration. The Company strictly prohibits its employees from giving, offering or promising money or benefits to public officials in order to induce them to perform any act, whether in accordance with or in violation of their official duties. The Anti-Corruption Code of Conduct is an integral part of this Code.

Article 12. EXTERNAL RELATIONS

In relationships with clients, the objective is to increase satisfaction by providing truthful, accurate, and correct information. Relationships are managed according to principles of cooperation and transparency while respecting privacy. In selecting suppliers, decisions are based on technical and economic evaluation (quality, convenience, professional suitability, reliability). Supply relationships are based on good faith, transparency, and fairness. In relationships with external consultants, the Company adheres to the same selection criteria. The Company prohibits giving or promising money or benefits to any counterparties to induce them to perform acts in violation of their duties.

Article 13. SPONSORSHIPS AND GIFTS

The Company is committed to sponsoring only events that have cultural, sporting or charitable value. Donations are made exclusively to recognized associations, foundations, and non-profit entities that are properly established, in compliance with accounting and tax regulations.

Article 14. CORPORATE OBLIGATIONS

In preparing financial statements, the Company requires employees to respect the Civil Code and applicable accounting principles to accurately reflect the financial position. The Company prohibits: returning contributions to shareholders except in legitimate capital reductions; approving distributions of unearned profits; artificially creating share capital; carrying out capital reductions in violation of laws protecting creditors; and using fraudulent acts to create fictitious majorities in meetings.

Article 15. MANDATORY COMPLIANCE AND SANCTIONS

Recipients are required to comply with the principles of this Code. Compliance is an essential requirement for maintaining collaborative relationships. Employees must refrain from contrary behavior, request third parties to read the Code, and promptly report violations to superiors or the Board of Statutory Auditors. Compliance is an essential part of contractual obligations under Article 2104 of the Italian Civil Code.

Employees and managers who violate the Code are subject to sanctions provided by the CCNL and the company's disciplinary system. Violations by suppliers and consultants are considered a serious breach of contract. Sanctions are imposed by the management body upon proposal of the Supervisory Body. Whistleblowers are protected from retaliation, and confidentiality is guaranteed. Investigations will be initiated for any report, and the employee will be given a period for defense. Senior management violating whistleblower protections faces dismissal for just cause and legal action for damages. If a report is found to be unfounded after a final court ruling, the whistleblower will be subject to disciplinary proceedings.

Article 16. ENTRY INTO FORCE, UPDATES, AND DISSEMINATION OF THE CODE

This Code was adopted in its first version on March 26, 2018. Amendments are approved by the Board of Directors and promptly communicated. The Code is posted on company notice boards, available at the registered office, and on the website www.potocco.it. Excerpts will be made available to key stakeholders through methods determined by the Supervisory Body.