INTRODUCTION

This document is named Ethical Code. It defines the commitments made and the responsibilities taken by Bea Technologies Spa (later simply Bea) while carrying out their activity. All the members of Bea’s staff make these commitments and responsibilities their own. Furthermore, the content of this code will inform the behaviour of all the external and internal collaborators with particular regard to the Public Administration. According to the Decreto Legislativo n. 231/2001, the ethical code regulates the principles, rights, duties and responsibilities inspiring Bea, especially respect of the law and of current rules.

GENERAL PRINCIPLES OF ETHICAL BEHAVIOUR

Bea’s ethical code deals with two types of behaviours. Firstly, the principles inspiring the staff’s personal decisions, secondly the ethical rules and the laws Bea must respect as a company. Bea’s employees shall primarily respect all laws, but also act honestly and correctly under any circumstances. All external consultants and agents shall likewise behave when acting on behalf of Bea. Therefore, the term “employees” will refer here both to the Bea’s staff and to all the people performing services on behalf of Bea.

GUIDELINES OF ETHICAL PERSONAL BEHAVIOUR

Positive responsibilities
All Bea’s employees are responsible for behaving ethically towards Customers, suppliers, colleagues, shareholders and towards the public in general. All the employees shall also take the concrete initiatives and ethical responsibilities with regard to quality, honesty and correctness.

Quality

All Bea’s employees shall share these commitments about quality. They shall be proud of doing their best in their work. To reach this purpose, all employees shall be in their working place on time, in physical and intellectual resources, ready to work in team all day long.

Honesty
Honesty is required from all of Bea’s employees. The employees shall be prepared to account for their own mistakes. Each employee shall involve his/her superiors about important news (both positive and negative) success the causes of the problem, absence and unjustified delays. Periodical briefings among colleagues shall be focused and discussed both achievement and areas of possible improvement. Low performances problem or interpersonal conflicts shall be faced and discussed immediately without leaving them unsolved. The employees are expected to inform their superiors or the management about possible un-ethical behaviours. The employees shall therefore refuse to be either direct or passive accomplices in un-ethical situations.

Correctness
All Bea’s employees shall be respectful and correct with their colleagues. The management shall promote the development of each individual’s capacities, avoiding discrimination, bullying or mobbing.

FORBBIDEN ETHICAL BEHAVIOURS

Conflicts of interest
The employees and their families shall avoid interests or external activities in opposition of Bea’s interests. Such activities shall not work or provide competitors, suppliers or Customers with consulting. During the spare time, the employees shall not perform activities competing with Bea. In addition, the employees shall not invest in shares from competitors, suppliers or Customers a part from all investments in Public Companies.

Acceptance of gifts
The acceptance of gifts coming from Bea’s suppliers, Customers or competitors suggests dishonest or incorrect behaviours. Therefore, none of Bea’s employees (or relatives) will be allowed to ask for or accept favors, gifts, loans or further benefits (including services, discounts or goods) form suppliers, Customers or competitors. The only exception to such rule is represented by offers of entertainments or gifts (not in cash), with a purely nominal value, which are traditional and reciprocally offered to suppliers, Customers or competitors.

Use of the Company’s resources
All of Bea’s employees are allowed to use the Company’s resources (including time, materials, equipment and private information) for business purposes, not for personal aims. Possible unauthorized personal use of the above resources, might be considered as theft of the Company’s good. Bea’s employees are expected to only deal with activities on behalf of Society during working time. The company’s goods, such as, the equipment and the instruments, office furniture and services must be used by the employees only for a business aims. The direction can authorize other possible uses of this items. The employees are not allowed to divulge technical and business information about Bea. It includes names of Customers and suppliers, production procedures, information about the equipment and plants, drawings, schedules planning, business, financial and technical information that have never been published, along with all relating documents and data. Those rules must be applied to international software data as well. Inventions or ideas connected with Bea’s activity develop during working time at Bea belong to Bea; they cannot be personally use or sold by the employees. For example, computer software created at work using the companies equipment or information, cannot be sold or given to others. It is forbidden to misuse material (computer software, video and audio tapes, written material) subject to copyright. It can be neither copied nor distributed to others in any way or under any shape.

GUIDELINES OF ETHICAL BEHAVIOUR AS REGARDS COMPANY`S ACTIVITY

As a company, Bea must respect same ethical and legal rules in order to fulfill their responsibilities towards Customers, suppliers, employees, shareholders and towards the public in general. Bea is involved in making business honesty and in the full observance of the rules and regulations in each countries where Bea works. As a consequence, all employees must respect personal ethical rules, as well as the company is supposed to respect definite ethical rules in the development of its activities. Such rules concerned gifts, payments, security procedures, commercial policy, obligations towards the employees and the community, besides the correct keeping of registers and documents.

Entertainment and presents
Bea’s opinion is that its Customers’ decision shall be made exclusively on the basis their products quality, the service offer, the price and other competitive factors. Entertainment and gifts of nominal value can be used in order to establish a positive relationship with Bea’s Customers. If offering presents or forms of entertainment is an ordinary and shared practice, then it can be effected if this is allowed, if the present has a nominal value, if this does not come into conflict with the Customers’ habits and if this is properly registered in Bea’s books. In order to keep out of legal violations such practices shall be avoid with employees form public companies. Entertaining Customers and suppliers is allowed through refund on the bases of notification but only with the fiscal limitation allowed and respecting the rules established by Bea`s Customers and suppliers. Where legally allowed, Bea can pay travel expenses to employees of Customers visiting one of Bea’s subsidiary on business, there are sensible, authorized by the Management and properly registered.

Payment
Bea can effect payments exclusively for services or goods supplied to Bea. None of Bea`s employees can effect payments, even as a present, a reward, a benefit to establish or maintain business relationship or for any other aims to Customers` staff, suppliers or competitors. In order to avoid any suggestion of improperly payment, none o such shall be effected in cash, a part of small and documented amounts. In order to avoid any suggestion of improper payment, none of such shall be effected in cash, a part of small and documented amounts. It is forbidden any company’s checks “in cash”, or “in bearer” or in favor of other people authorized by the beneficiary of payment.

Commercial policies
The relations and agreements with agents and distributors shall be set out in written form and authorized by the Management. Commissions and other payments shall be adequately documented and highlighted for fiscal purposes.

Obligations towards employees
Bea shares the view that its employees shall have a safe working environment besides equal carriers possibility. Moreover, Bea complains with all laws and regulations concerning Heath and Safety. All of Bea’s employees are expected to take their own responsibilities in order to respect safety rules, taking the necessary precautions, avoiding harmful activities for their colleagues and informing the people in charge about possible dangerous conditions in the working place. Bea equally chooses, employees, promotes and deals with its own employees not considering their race, sex, religion, age or political creed. Bea does not discriminate the disabled workers, in addition Bea takes initiatives in order to enforce this practice. All the employees are expected to share and support such policy and to treat their own colleagues with respect and consideration.

Respect for the Environment
All of Bea’s employees must feel committed to the environment safeguard both inside and outside Bea’s premises. Bea complains with all existing laws in this regard. Furthermore, Bea is engaged in reducing the risk of dangerous substances leaking. In case of doubts about procedures, controls or release of substances influencing the environment, the employees shall immediately inform his own superior or the person in charge of the environmental protection.

Registers and Documents

Administration
Bea’s integrity is concretely documented by its books and accounting documents. All of Bea’s employees are responsible for the correctness, the reliability and the filling of the company’s accounting documents. All of the Bea’s books and accounting documents complain with the generally accepted principles and the laws/regulations in force. All records shall contain suitable description of every business transaction. False or improper statements are forbidden. The only transactions that shall be accepted are the documents ones.

Product integrity
Bea’s products shall respect quality standard, so that Bea can achieve its quality objective and keep its good reputation as a Supplier. All of Bea’s employees are obliged to ensure the integrity of the products they control, as well as the accuracy of the documents relating to product integrity. If intentional concerning of defective work or material as well as the falsification of documents are suspected, the employees shall immediately inform the Management.

RESPECT OF THE ETHICAL CODE

All of Bea’s employees are requested to know and respect these principles of Ethical code behaviours. Any violation of Bea’s ethical code may enforce immediate dismissal or contract resolution. Supervisors shall ensure the respect of the ethical code in their area’s competence; Supervisors will be assessed on the base of this criterion. All Bea’s supervisors are requested to practically give their example and show their commitment toward this ethical principles. Any violations of these norms shall be immediately reported. The personal identity shall not be revealed. “Turning a blind eye on this” implies approving and encouraging non ethical behaviours which Bea shall not accept. Depending on the seriousness of the violations, Bea shall take appropriate measures, in addition to the punishment enforced by the Judicial Authority. Such measures will considered the gravity crime committed; disciplinary actions will be taken according to Art. 7 della legge 20 Maggio 1970 nr. 300 and to the dispositions contained in applicable job contracts. This ethical code is valid also for temporally workers This ethical code is valid also for temporally workers. As far as Directors and the Statutory Auditors are concerned any violation of Bea`s ethical code may turn out in Board Resolution that depending on the gravity and the repetitiveness of the crime can result in breach of the contract for cause.